UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington D.C. 20549

~~FORM~~x ~~10-Q~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[X]~~For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended: ~~SECTION~~December 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

~~For the quarterly period ended June 30, 2013~~Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[For ]the ~~TRANSITION~~transition ~~REPORT~~period ~~PURSUANT~~from TO_____________________________ ~~SECTION~~to ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_____________________________

Commission File No.: 333-164882

CITADEL EFT, INC.

(Exact name of registrant as specified in ~~its~~ charter.)

Nevada		80-0473573
Wyoming		80-0473573
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
825 College Blvd., Suite 102 Oceanside, California		92057
311 Oceanside Blvd Unit #8 , Oceanside, California		92054
(Address of Principal Executive Office)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (714) 423-0701

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

~~Indicate~~825 byCollege 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] NoBlvd

~~Indicate~~Suite 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):102

Oceanside, CA 92057

(Registrant’s former address, telephone number, and fiscal year, if changed since last report)

-i-

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 (or for each shorter period that the registrant was required to file such reports), and (2) has been subject to such filings 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). [X] Yes [ ] 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 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 [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether or not the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).~~Yes~~ [ ]Yes No [X]No

AtIndicate ~~August~~the ~~14,~~number ~~2013,~~of ~~there~~shares ~~were 26,914,904~~of each class of the issuer’s shares of common stock, ~~outstanding~~as of the latest practicable date: As of February 10, 2014, 43,533,913 common shares; par value $0.00001

i -ii-

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 August 14, 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 August 14, 2013 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.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

		Page No.
Item 1.	Financial Statements
	Unaudited Balance Sheets at June 30, 2013 and September 30, 2012	1
	Unaudited Balance Sheets at December 31, 2013 and September 30, 2013	2
	Unaudited Statements of Operations for the Three and Nine Months Ended June 30, 2013 and 2012	2
	Unaudited Statements of Operations for the Three Months Ended December 31, 2013 and 2012	3
	Unaudited Statements of Cash Flows for the Nine Months Ended June 30, 2013 and 2012	3
	Unaudited Statements of Cash Flows for the Three Months Ended December 31, 2013 and 2012	4
	Notes to Unaudited Financial Statements	45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 4.	Controls and Procedures	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
PART II OTHER INFORMATION
Item 1.	Leg Legal Proceedings	915
Item 2.	Reg Unregistered Sales of Equity Securities and Use of Proceeds	915
Item 5.	Oth Other Information	9
Item 3.	Oth Default on Senior Securities	16
Item 6.	Exh Exhibits	9
Item 4.	Oth Mine Safety Disclosures	16
Signatures Exhibit Index		10
Item 5.	Oth Other Information	16
Item 6.	Exh Exhibits	17
Signatures		18

-1 -

~~PART~~Item I.1- FINANCIAL ~~INFORMATION~~STATEMENTS

~~ITEM~~CITATDEL 1.EFT, ~~FINANCIAL STATEMENTS~~INC.

~~CITADEL~~BALANCE ~~EFT, INC.~~SHEETS

BALANCE SHEETS


	December 31, 2013 [Unaudited]	September 30, 2013 [Audited]

ASSETS
Current assets
Cash	$ 20,234	$ 10,109
Accounts receivables	36,597	35,398
Pre-paid expenses	5,000	5,000
Other receivables	-	3,202
Total current assets	61,831	53,709

Other assets
Memorabilia & Art collection	2,972,000	2,972,000
Total other assets	2,972,000	2,972,000

TOTAL ASSETS	$ 3,033,831	$ 3,025,709

LIABILITIES AND SHAREHOLDER'S (DEFICIT) EQUITY
Current liabilities
Accounts payables and accrued expenses	$ 182,840	$ 2,093
Total current liabilities	182,840	2,093

SHAREHOLDERS' (DEFICIT) EQUITY
Preferred Series "A" Shares; par value $0.00001; 11,000,000 shares authorized; 11,000,000 shares issued and outstanding as of December 31, 2013 and September 30, 2013.	110	110
Preferred Series "B" Shares; par value $0.00001; 10 shares authorized; 5 and 1 shares issued and outstanding as of December 31, 2013 and September 30, 2013.	-	-
Preferred Series "C" Shares; par value $0.00001; 30,000,000 shares authorized; 4,466,998 shares issued and outstanding as of December 31, 2013 and September 30, 2013.	44	44
Preferred Series "D" Shares; par value $0.00001; 18,000,000 authorized; 639,099 shares and 639,100 shares issued and outstanding as of December 31, 2013 and September 2013, respectively.	6	6
Preferred Series "E" Shares; par value $0.00001: 2,000,000 shares authorized; 20,000 issued and outstanding as of December 31, 2013 and September 30, 2013	1	1
Preferred Series "F" Shares; par value $0.00001; 2,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2013 and September 30, 2013.	-	-
Preferred Series "G" Shares; par value $0.00001; 2,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2013 and September 30, 2013.	-	-
Common Shares; par value $0.00001; 5,000,000,000 shares authorized; 42,783,913; shares and 35,856,413 shares issued and outstanding as of December 31, 2013 and September 30, 2013, respectively.	428	358
Additional paid-in capital	72,008,364	44,378,087
Common Shares Payable	1,250,000	-
Accumulated deficit	(70,407,962)	(41,354,990)
Total shareholders' (deficit) equity	$ 2,850,991	$ 3,023,616
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$ 3,033,831	$ 3,025,709

~~(Unaudited)~~The accompanying notes are an integral part of the financial statements.

	June 30, 2013		September 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	31,193	$	42,871
Accounts receivable		31,777		34,205
Prepaid tax receivable		3,202		3,203
Investment		85,500		-
Total current assets		151,672		80,279
Other assets		2,972,000		-
Total assets	$	3,123,672	$	80,279
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities		7,170		147,675
Total current liabilities	$	7,170	$	147,675
Stockholders' equity (deficit):
Series A convertible preferred stock, $0.00001 par value, 100,000,000 shares authorized, 11,000,000 and 51,000,000 shares issued and outstanding		110		510
Series B convertible preferred stock, $0.00001 par value, 10 shares authorized; 1 and 0 shares outstanding, respectively		-		-
Series C convertible preferred stock, $0.00001 par value, 70,000,000 and 0 shares authorized, 4,466,999 and 0 shares issued and outstanding		47		-
Series D preferred stock, $0.00001 par value, 250,000,000 shares authorized, 639,136 and 0 shares issued and outstanding		6		-
Series E convertible preferred stock, $0.00001 par value, 2,000,000 shares authorized, 20,000 and 0 shares issued and outstanding		1		-
Series F convertible preferred stock, $0.00001 par value, 2,000,000 shares authorized, 0 shares issued and outstanding		-		-
Series G convertible preferred stock, $0.00001 par value, 2,000,000 shares authorized, 0 shares issued and outstanding		-		-
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 24,714,904 and 18,610 shares issued and outstanding, respectively		248		1
Additional paid-in capital		29,595,601		26,264,757
Accumulated deficit		(26,479,511)		(26,332,664)
Total stockholders' equity(deficit)	$	3,116,502	$	(67,396)
Total liabilities and stockholders' equity	$	3,123,672	$	80,279

-2-

~~The~~CITADEL ~~accompanying~~EFT, ~~notes are an integral part of the unaudited financial statements~~INC.

2STATEMENTS OF OPERATIONS

CITADEL EFT, INC.


	For the Three months ended
	December 31,
	2013	2012
	[Unaudited]	[Unaudited]
REVENUES

Gross revenues	$ 100,957	$ 94,775
Cost of goods sold	2,101	3,148
Gross income	98,856	91,627

OPERATING EXPENSES
General and administrative	11,462,342	400,654
Total operating expenses	11,462,342	400,654

OPERATING LOSS	(11,363,486)	(309,027)

OTHER INCOME AND EXPENSES
Gain on settlement of debt	-	12,144
Tax refunds	5,264	-
Fees collected to remove stock legends	19,000	-
Loss on nullified bond purchase	(3,150,000)	-
Stand By Letter of Credit expenses	(13,750,000)	-
Customer loyalty rewards	(813,750)	-
Total other income and expenses	(17,689,486)	12,144

Net loss	$ (29,052,972)	$ (296,883)

Net loss per shares basic and diluted	$ (0.76)	$ (14.97)
Weighted average common shares outstanding, basic and diluted	37,992,636	19,832

~~STATEMENTS~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of the financial statements.

~~(Unaudited)~~ -3-

	Three Months Ended					Nine Months Ended
	June 30,					June 30,
	2013		2012			2013		2012
Revenues	$	111,684	$	118,954		$	313,655	$	392,401
Operating expenses:
Selling, general and administrative		37,557		42,731			639,701		1,636,985
Total operating expenses		37,557		42,731			639,701		1,636,985
Operating income (loss)		74,127		76,223			(326,046)		(1,244,584)
Other income (expense):
Gain on settlement of liability		-		-			85,269		-
Realized gain (loss) on investment		(10,000)		-			9,000		-
Unrealized gain on investment		84,930		-			84,930		-
Total other income		74,930		-			179,199		-
Income (loss) before income taxes		149,057		76,223			(146,847)		(1,244,584)
Income tax (expense) benefit		-		-			-		-
Net (loss) income	$	149,057	$	76,223		$	(146,847)	$	1,244,584
Preferred dividend		97,000		-			235,000		100,000
Net (loss) income available to common shareholders	$	52,057	$	76,223		$	(381,847)	$	(1,344,584)
Net (loss) income per common share, basic and diluted	$	0.01	$	(0.00	)	$	(0.32)	$	(0.01)
Weighted-average common shares outstanding, basic and diluted *		3,549,022		16,296			1,197,471		15,992

CITADEL EFT, INC.

*InSTATEMENTS ~~June~~OF ~~2013,~~CASH ~~Citadel approved a 1:12,000 reverse stock split and all amounts presented have been recast to show the impact of this reverse split.~~ FLOWS

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


	For the Three Months Ended
	December 31,
	2013	2012
	[Unaudited]	[Unaudited]]
CASH PROVIDED BY OPERATING ACTIVITIES
Net loss	$ (29,052,972)	$ (296,883)
Adjustments to reconcile net loss to cash provided by operations:
Share based compensation	-	329,149
Shares issued for services	11,225,000	-
Shares issued for loss on nullified bond purchase	3,150,000	-
Shares issued for Standby Letter of Credit	13,750,000	-
Shares issued for customer loyalty program	813,750	-
Gain on settlement of debt	-	(12,144)
Decrease (increase)in current assets:
Accounts receivables	( 1,199)	(1,263)
Other receivables	3,202	-
Increase (decrease) in current liabilities:
Accounts payables and accrued expenses	180,744	47,584
Net cash provided by operating activities	68,525	66,443

CASH PROVIDED BY INVESTING ACTIVITIES	-	-

CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES
Payment of dividends	(58,400)	(90,000)
Net cash (used in) financing activities	(58.400)	(90,000)
Net change in cash	10,125	(23,557)
Cash at beginning of period	10,109	42,871
Cash at end of period	$ 20,234	$ 19,314
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$ -	$ -
Cash paid for income tax	$ -	$ -

NON-CASH FINANCING AND INVESTING ACTIVITIES
Preferred stock issued for purchase of assets
Preferred stock issued for settlement of liabilities	$ -	$ 2,972,000
Common stock issued for settlement of liabilities	$ -	$ 54,375
	$ -	$ 67,500

2The accompanying notes are an integral part of the financial statements.

~~CITADEL EFT, INC.~~-4-

~~STATEMENTS~~CITADEL OFEFT, ~~CASH FLOWS~~INC.

~~(Unaudited)~~NOTES TO FINANCIAL STATEMENTS

	For the Nine Months Ended
	June 30,
	2013		2012
Cash flows from operating activities:
Net (loss) income	$	(146,847)	$	(1,244,584)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		460,750		1,408,850
Gain on settlement of liability		(85,269)		-
Realized gain on sale of investment		(9,000)
Unrealized gain on investment		(84,930)		-
Changes in assets and liabilities:
Accounts receivable		2,428		(405)
Prepaid tax receivable		-		(6,302)
Accrued expenses, related party		-		-
Accounts payable and accrued liabilities		55,760		(16,000)
Income taxes payable		-		-
Net cash (used in) provided by operating activities		192,892		141,559
Cash flows from investing activities:
Purchase of investment		(1,570)		-
Sale of investment net of fees		10,000		-
Net cash provided by investing activities		8,430		-
Cash flows from financing activities:
Sale of series C and D convertible preferred stock		22,000		-
Dividends paid		(235,000)		(100,000)
Net cash used in by financing activities		(213,000)		(100,000)
Change in cash and equivalents		(11,678)		41,559
Cash and cash equivalents, beginning of period		42,871		54,332
Cash and cash equivalents, end of period	$	31,193	$	95,891
Schedule of noncash investing and financing activities:
Preferred stock issued for purchase of assets	$	2,972,000	$	-
Common stock issued for settlement of liabilities		65,000		-
Preferred stock issued for settlement of liabilities		67,500		-
Preferred stock payable for settlement of liabilities		11,296		-
Cancellation of preferred stock issued for settlement of liabilities		10,030		-

[UNAUDITED]

~~The~~Note ~~accompanying~~1: ~~notes~~Basis ~~are an integral part~~ of ~~the~~Presentation ~~unaudited financial statements.~~

3Citadel 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 three month period ended December 31, 2013 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 financial statements and the footnotes thereto for the periods ended September 30, 2013 filed in its annual report on Form 10-K/A.

~~CITADEL EFT, INC.~~Reclassifications

~~NOTES~~Certain TOamounts ~~UNAUDITED~~in ~~FINANCIAL~~the ~~STATEMENTS~~financial statements of prior years have been reclassified to conform to the current year’s presentation for comparative purposes.

~~Note~~Recently 1:Issued ~~Basis~~Accounting ~~of Presentation~~Pronouncements

~~Citadel~~Management ~~prepares~~does ~~its~~not ~~financial~~believe ~~statements~~that inany ~~accordance~~recently 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. Accordinglyissued, ~~they~~but do not ~~include~~effective ~~all of the information and footnotes required by generally accepted~~ accounting ~~principles~~standards, ~~for~~if ~~complete financial statements. In the Company’s opinion~~adopted, ~~all~~will ~~adjustments~~have ~~(consisting of normal recurring accruals) considered necessary for~~ a ~~fair~~material ~~presentation~~effect ~~have~~on ~~been included. Operating results for~~ the ~~nine month period ended June 30, 2013 are not necessarily indicative of the results for the full years. While management of the~~ Company’s ~~believes that the disclosures presented herein and adequate and not misleading, these interim~~ financial statements ~~should be read in conjunction with the audited financial statements and the footnotes thereto for the periods ended September 30, 2012 filed in its annual report on Form 10-K~~.

~~Note~~Potential 2:Derivative ~~Investments~~ Instruments

~~Citadel~~We ~~accounts~~periodically ~~for~~assess ~~any~~our ~~investments~~financial inand equity ~~securities~~instruments ~~according~~ to ~~the~~determine ~~requirements~~if inthey ~~ASC~~require ~~320,~~derivative ~~“Investments~~accounting. –Instruments ~~Debt~~which ~~and~~may ~~Equity~~potentially ~~Securities,”~~require ~~and~~derivative ~~follows~~accounting ~~the~~are ~~requirements~~conversion features of ~~subsequent~~debt, ~~measurement~~equity, and common stock equivalents in ~~ASC~~excess ~~320-10-35~~of available authorized common shares.

~~During~~We ~~the~~have ~~nine~~determined ~~months~~that ~~ended~~the ~~June~~conversion ~~30,~~feature ~~2013, Citadel received a partial assignment~~ of anour ~~original~~equity ~~convertible~~instruments ~~note~~are ~~receivable~~not ~~held~~derivative byinstruments abecause ~~publicly traded company. For $1,000, Citadel assumed $1,000 of a convertible note receivable. During~~ the ~~quarter,~~strike ~~Citadel~~price ~~converted the investment into 100,000,000 shares~~ of ~~freely trading~~ common stock~~. 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~~grant ofis ~~operations. On~~equal ~~June~~to ~~10, 2013, Citadel sold~~ the ~~100,000,000~~conversion ~~shares for $10,000 (net of fees of $1,865) and recorded a realized gain of $9,000~~price.

~~During~~We ~~the~~have ~~nine~~determined ~~months~~that ~~ended~~common ~~June~~stock ~~30,~~equivalents ~~2013,~~in ~~Citadel~~excess ~~received~~of aauthorized ~~partial~~common ~~assignment~~shares ofare not derivative instruments due to the fact that an ~~original~~increase ~~convertible~~in ~~note~~authorized ~~receivable~~shares ~~held~~is bywithin ~~another~~our ~~publicly~~control ~~traded~~because ~~company. For~~our ~~$570~~Chief ~~Citadel~~Executive ~~assumed~~Officer, ~~$570~~Gary ofDeRoos, aand ~~convertible~~his ~~note~~spouse ~~receivable~~control over 50% of our voting power. ~~During~~Mr. DeRoos has the ~~quarter,~~power ~~Citadel~~to ~~converted~~elect ~~the~~directors ~~investment~~of ~~into~~his 57choosing,~~000~~ including,~~000~~ ~~shares~~if he so chose, to elect himself sole director through his greater than 50% ownership of ~~freely~~the ~~trading~~outstanding common shares. ~~Citadel~~ ~~has~~Article ~~classified~~2, ~~these~~Item ~~shares~~12 asof ~~trading~~the ~~securities~~Company’s atbylaws ~~its~~states ~~original~~that: ~~cost~~“Directors ofmay ~~$570~~be asremoved ~~its~~from ~~intention~~office iswith toor ~~hold~~without ~~the~~cause ~~investment~~by ~~for~~ a ~~short~~vote ~~time. At~~of ~~June~~shareholders ~~30,~~holding ~~2013,~~a ~~Citadel~~majority ~~subsequently~~of ~~measured~~ the shares atentitled ~~their~~to ~~fair~~vote ~~market~~at ~~value~~an election of ~~$85~~Directors.” Therefore,~~500~~ ~~based~~Mr. onDeRoos has the ~~closing~~authority ~~price~~and onability, ~~June~~as 30controlling ~~and~~shareholder, ~~recorded~~to antake ~~unrealized~~action ~~gain~~to ofremove ~~$84~~the board,~~930~~ inand either replace them with board members who would act or install himself as the ~~statement~~sole ofboard ~~operations~~member and act unilaterally.

~~Note 3: Other Assets~~-5-

InNote ~~November~~2: ~~2012,~~Other ~~Citadel~~Assets ~~purchased various sports memorabilia from Art to Go, Inc., a New York Corporation for 4,000,000 shares of Series C preferred stock and valued at $2,972,000.~~

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 valued at $2,972,000.

Note 43: Stockholders’ Equity

Preferred Stock

On ~~November~~December 72, ~~2012~~2013, ~~Citadel~~a ~~amended~~holder ~~the designation~~ of Preferred Series C“D” ~~preferred~~Shares ~~stock~~converted to1 ~~increase~~share ~~the number~~ of ~~shares~~Preferred ~~from~~Series ~~30,000,000~~“D” to 70100,000~~,000~~ shares. of common stock.

InOn ~~November~~December ~~2012~~31, ~~Citadel~~2013 the Company issued 4~~,000,000~~ ~~Series~~shares Cof Preferred ~~Shares~~Series ~~for~~“B” stock, which have no conversion rights but have super voting rights equal to two (2) times the ~~acquisition~~aggregate voting rights of ~~sports~~each ~~memorabilia.~~class of voting stock, as follows:

~~Additionally~~Gary ~~during~~DeRoos 2 ~~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 $329,148. Also, 13,500 Series C Preferred shares were issued to various consultants to settle liabilities of $61,875. A loss on settlement of liabilities of $8,625 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 $10,030 as an offset to stock based compensation. ;

InMaria ~~January~~DeRoos ~~2013, Citadel issued~~ 1 ~~Series B Preferred~~ share; ~~to Mr. DeRoos for services rendered. The share is to ensure future voting control only~~ and ~~thus is recorded at par value which is considered fair value.~~

OnJose ~~February~~Leano 1 ~~18, 2013, Citadel issued 8,000 shares of Series C Preferred shares to an investor for $20,000~~share.

InCommon ~~March~~Stock 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. The shares were issued prior to June 30, 2013.

InDuring ~~April 2013,~~ the ~~Company~~three ~~amended~~months ~~its~~ended ~~articles~~December of31, ~~incorporation~~2013, toCitadel ~~authorize~~issued 16,~~000~~927,~~000,000~~500 ~~common~~restricted shares ~~with~~of ~~$0.00001~~its ~~par~~common ~~value and 250~~stock,~~000,000~~ ~~preferred~~as ~~shares with $0.00001 par value.~~ follows:

In(i) ~~April 2013~~925,000 ~~the~~restricted ~~Company~~common ~~authorized~~shares ~~Series~~were Eissued for services, Fof which 675,000 ~~and~~shares Gwere ~~Preferred~~for ~~stock.~~legal ~~There~~services ~~are~~and 2250,000~~,000~~ ~~Series~~restricted Eshares ~~Preferred~~were ~~shares~~for ~~authorized~~consulting services. ~~They~~The ~~are~~Company ~~convertible~~determined ~~into~~ the ~~number~~Fair ofMarket ~~common~~Value ~~shares~~based ~~equal~~on to the closing price ofon the ~~Series~~date Eof ~~Preferred~~issue, ~~Stock~~which ~~divided~~was by$10.50 throughout the ~~par~~period ~~value~~covered ofby ~~the~~this ~~common stock~~report. ~~Each~~The ~~Series~~Company Erecorded ~~Preferred~~an ~~share~~expense ~~has~~of ~~ten~~$9,712,500 ~~votes.~~for these services;

~~There~~(ii) ~~are~~it 2issued 1,~~000~~500,000 ~~Series~~restricted Fcommon ~~Preferred~~ shares ~~authorized.~~for ~~They~~consulting ~~are~~services ~~convertible~~associated ~~into~~with the ~~number~~pending acquisition of ~~common~~a ~~shares~~Standby ~~equal~~Letter toof ~~the~~Credit. ~~price~~The ofCompany determined the ~~Series~~Fair FMarket ~~Preferred~~Value ~~Stock~~based ~~divided~~upon bythe agreement with the ~~par~~various participants that set the value of the ~~common~~services ~~stock~~at $2.50, ~~Each~~per ~~Series~~share, Fthe ~~Preferred~~bid ~~share~~price ~~has~~on ~~ten~~the ~~votes. None~~date ~~are~~of ~~issued~~execution ~~yet~~of the consulting agreements. The Company recorded and expense of $3,750,000 for these services;

~~There~~(iii) ~~are 2~~4,000,000 ~~Series~~restricted Gcommon ~~Preferred~~ shares ~~authorized.~~were ~~They~~issued ~~are~~to ~~convertible~~Spartacus ~~into~~Partners ~~the~~Corporation ~~number~~to ofsecure ~~shares~~an acquisition of ~~the~~a ~~Company’s~~Standby ~~common~~letter ~~stock~~of ~~equal~~Credit tosetting the ~~price~~shares ofwere ~~the~~valued ~~Series~~at G$2.50, ~~Preferred~~per ~~stock~~share, ~~divided~~the bybid price on the ~~par~~date ~~value~~of execution of the ~~Common Stock~~agreement. ~~Each~~The ~~Series~~Company Grecorded ~~Preferred~~an ~~share~~expense ~~has~~of ~~ten~~$10,000,000 ~~votes. None~~for ~~are~~this ~~issued yet.~~acquisition;

During the nine months ending June 30, 2013, Citadel cancelled 40,000,000 of Series A Preferred stock previously issued to Mr. Gary DeRoos. The company recorded a contribution to equity equal to the par value of the stock cancelled of $400.-6-

5 (iv) Citadel issued 77,500 restricted shares to three (3) customers of the Company as a “loyalty reward”. The Company valued as of the closing price on the date of issue: $10.50. It recorded an expense of $813,750;

~~During~~(v) ~~the~~300,000 ~~nine~~restricted ~~months~~common ~~ending~~shares ~~June~~were ~~30,~~issued ~~2013,~~to ~~Citadel~~CAZ ~~issued~~Capital ~~639~~Partners,~~379~~ ~~shares~~LLC ofrelating ~~Series~~to Dthe ~~Convertible~~nullified ~~preferred~~U.S. ~~stock~~Gold asCertificates apurchase, ~~stock~~which ~~dividend~~were tovalued ~~all~~at ofthe ~~its~~closing ~~existing~~price ~~common~~on ~~shareholders~~the indate ~~contemplation~~ of ~~its~~issue: ~~reverse~~$10.50. ~~stock~~The ~~split. Citadel~~Company recorded aan ~~reduction~~expense ~~in additional paid in capital~~ of $73,150,000; ~~equal to the par value of the preferred shares.~~ and

~~During~~(vi) ~~the~~25,000 ~~nine~~restricted ~~months~~common ~~ending~~shares ~~June~~were ~~30,~~issued ~~2013,~~to ~~Citadel~~the ~~issued~~Whitestone ~~20,000~~Group ~~shares~~ of ~~Series~~Fort EWorth ~~Convertible~~Texas, ~~preferred~~for ~~stock~~consulting ~~to Mr~~service. ~~DeRoos~~The ~~for~~Company valued the ~~cancellation~~shares ofat ~~117,000,000 (pre-reverse~~the ~~split;~~closing ~~9,750~~price ~~post~~on ~~reverse~~the ~~split)~~date ~~shares~~ of ~~common~~issue: ~~stock previously held by Mr~~$10. ~~DeRoos~~50. The ~~company~~Company ~~recorded~~reported ~~this~~an atexpense ~~par~~of ~~value~~$262,500.

~~During~~Dividends ~~the nine months ending June 30, 2013, Citadel issued 800 shares of Series C preferred stock for $2,000.~~

~~Common~~During ~~Stock~~the three month period ending December 31, 2013, the Company declared cash dividends totaling $58,400 in respect to the Preferred Series “A” shares. The CEO, Mr. Gary DeRoos, is the owner of all the outstanding Series A

~~During~~Preferred ~~the~~shares ~~nine months ended June 30, 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~~company. ~~During~~ the nine months ended June 30, 2013, , Citadel entered into separate settlement agreement with various other consultants of certain accrued obligations owed for no additional consideration and recorded a gain on settlement of accrued liabilities of $62,500

~~During~~Note ~~the nine months ended June 30, 2013, Citadel issued 58,000,000 (pre-reverse split,~~ 4~~,833~~: ~~post-reverse~~Fair ~~split)~~Value common shares to settle liabilities due to various consultants for services. Citadel settled liabilities of $65,000 and recorded a net gain on liabilities of $20,769. The values are based on the closing prices ranging from $0.0013 to $0.0029 per share on the issuance dates.

~~During~~Accounting ~~the~~Standard ~~nine~~Codification ~~months~~(“ASC”) ~~ending~~825-10 ~~June~~defines ~~30,~~fair ~~2013,~~value ~~Citadel~~as ~~issued~~the ~~14,000,000~~price ~~(pre-reverse~~that ~~split;~~would ~~1,167~~be ~~post~~received –from ~~reverse~~selling ~~split)~~an ~~shares~~asset ofor ~~common~~paid ~~stock~~ to transfer a ~~consultant~~liability ~~for~~in ~~services~~an ~~rendered~~orderly transaction between market participants at the measurement date. ~~Citadel~~ ~~recorded~~When determining the fair ~~market~~value measurements for assets and liabilities required or permitted to be recorded at fair value, ofthe Company considers the ~~stock~~principal ofor ~~$131,600,~~most ~~based~~advantageous onmarket in which it would transact and considers assumptions that market participants would use when pricing the ~~closing~~asset ~~price~~or onliability, ~~March~~such 20as inherent risk, ~~2013~~transfer restrictions, and risk of $0nonperformance.~~0094,~~ asASC ~~stock~~825-10 ~~based~~establishes ~~compensation~~a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

~~During~~Level ~~the~~1 ~~nine~~- ~~months~~Quoted ~~ending~~prices ~~June~~in ~~30,~~active ~~2013,~~markets ~~Citadel~~for ~~did~~identical aassets ~~1:12,000~~or ~~reverse stock split of its common shares outstanding~~liabilities.

~~During~~Level ~~the~~2 ~~nine~~- ~~months~~Observable ~~ending~~inputs ~~June~~other ~~30,~~than ~~2013,~~Level ~~Citadel~~1 ~~issued~~prices ~~24,300,000~~such ~~shares~~as ofquoted ~~common~~prices ~~stock~~for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (~~post-reverse~~less ~~split~~active markets); ~~for~~or ~~the~~model-derived ~~conversion~~valuations ofin 1which ~~share~~all ofsignificant ~~Series~~inputs Care ~~preferred~~observable ~~stock~~or ~~and~~can ~~243~~be ~~shares~~derived principally from or corroborated by observable market data for substantially the full term of ~~Series~~the Dassets; ~~preferred~~or ~~stock.~~

~~Dividends~~Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~During~~To the ~~nine~~extent ~~months~~that ~~ended~~valuation ~~June~~is ~~30,~~based ~~2013~~on ~~and~~models ~~2012,~~or ~~Citadel~~inputs ~~declared~~that ~~and~~are ~~paid~~less ~~dividends~~observable ~~totaling~~or ~~$235,000~~unobservable ~~and~~in ~~$100~~the market,~~000~~ on the ~~shares~~determination of ~~Series~~fair Avalue ~~Preferred~~requires ~~Stock,~~more ~~respectively~~judgment. ~~The~~ ~~CEO~~In certain cases, Mrthe inputs used to measure fair value may fall into different levels of the fair value hierarchy. ~~Gary~~In ~~DeRoos~~such cases, isfor disclosure purposes, the ~~owner~~level ofin ~~all~~the fair value hierarchy within which the ~~outstanding~~fair ~~Series~~value Ameasurement ~~Preferred~~is ~~shares~~disclosed ofis determined based on the ~~company~~lowest level input that is significant to the fair value measurement.

~~Note 5: Related Party~~ -7-

The Company ~~paid~~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 $910,~~100~~389,068. toThe aCompany ~~related~~noted ~~party~~that some of the value was not based upon any active market for ~~rent~~identical ~~during~~assets, ~~the~~and ~~nine~~had ~~months~~a ~~ended~~second ~~June~~independent 30appraisal completed using level 2 guidelines. The valuation was completed by Doty Scott Enterprises, ~~2013~~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 and Financial Accounting Standards Board (“FASB”) in FASB ASC 820 – Fair Value Measurements and Disclosures.

~~Note~~This 6:organization ~~Fair~~impaired ~~Value~~the value of the collection 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.

~~The~~Note ~~Company~~5: ~~measures~~Subsequent ~~fair~~Events 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:

6On January 10, 2014, the Company issued 500,000 restricted shares to Dr. Terence Stronger for services rendered, and to be rendered, in connection with the pending acquisition of a Standby Letter of Credit pursuant to an agreement dated December 2, 2013. The shares issued were the final installment of the 1,500,000 common restricted shares required by the Agreement.

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

On January 10, 2014, the Company issued 100,000 restricted common shares to Dustin Secor, upon the conversion of 1 Preferred Series “D” Share.

~~The~~On ~~following~~January ~~table~~17, ~~sets~~2014, ~~forth~~ the Company's ~~consolidated~~issued ~~financial~~100,000 ~~assets~~restricted ~~and~~common ~~liabilities~~shares ~~measured~~to atMichael ~~fair~~Scalora, ~~value~~upon ~~by level within~~ the ~~fair~~conversion ~~value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level~~ of ~~input~~1 ~~that~~Preferred isSeries ~~significant~~“D” ~~to the fair value measurement~~Share.

	Total		Level 1		Level 2		Level 3
LIABILITIES:
Investment marketable securities 2013		$85,000		$85,000		$-		$-

On January 17, 2014, the Company issued 50,000 restricted common shares to Kevin Grogan, for consulting services. The shares were valued at the closing price of the stock on the date of issue. The recorded expense is $525,000.

~~Note~~On 7:February ~~Subsequent~~3, ~~Events~~2014, the Company moved its jurisdiction from Nevada to Wyoming on the unanimous written consent of the Board of Directors and the written consent of the majority shareholders of all classes of voting stock. As part of the re-domestication, Citadel amended its Articles of Incorporation to include the following items:

~~Subsequent~~-Common toshares ~~June~~authorized ~~30,~~were ~~2013,~~changed Citadel entered into a business development consulting agreement a third party relating to Citadel performing target acquisition business development services. Fees receivable under the arrangement due 10 days from ~~signing is $~~1,~~250 and 150~~100,000,000 ~~shares~~to ~~of the third party’s preferred stock.~~ 5,000,000,000

On-Authorized ~~July~~shares ~~30,~~of ~~2013,~~Preferred ~~Citadel~~Series ~~entered~~“A” ~~into~~Stock awas ~~Forward~~changed ~~acquisition~~from ~~agreement~~100,000,000 ~~with a Dominican corporation. According~~ to ~~the agreement~~11, the corporation will become a wholly owned subsidiary of Citadel. The Dominican corporation owns a property on the island of the Dominican Republic. Citadel acquired the interests in said property for 110000,000 ~~Series C Convertible Preferred Shares of Citadel.~~ shares;

~~Subsequent~~-Authorized ~~to June 30, 2012, Citadel issued 2,200,000~~ shares of ~~common~~Preferred ~~stock~~Series ~~upon~~“B” ~~conversion~~Stock ofremain 2210 ~~Series D preferred~~ shares.;

7-Authorized shares of Preferred Series “C” Stock was changed from 70,000,000 to 30,000,000 shares;

~~ITEM~~-Authorized 2.shares ~~MANAGEMENT’S~~of ~~DISCUSSION~~Preferred ~~AND~~Series ~~ANALYSIS~~“D” OFStock ~~FINANCIAL~~remain ~~CONDITION~~18,000,000; ~~AND RESULTS OF OPERATIONS~~

~~The~~-Authorized ~~following~~shares ~~discussion and analysis provides information that management believes is relevant for an assessment and understanding~~ of ~~our~~Preferred ~~results~~Series of“E” ~~operations~~Stock ~~and~~remain ~~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~~2,000,000; ~~2012 and our unaudited financial statements and notes thereto included with this Quarterly Report on Form 10-Q in Part I. Item 1.~~

~~General~~-Authorized shares of Preferred Series “F” Stock remains as 2,000,000 shares; and

~~We have merchant~~-~~clients~~Authorized ~~that~~shares ~~use~~of ~~our~~Preferred ~~terminals~~Series 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~~G”. ~~Residuals~~Stock ~~are~~remains ~~based~~as ~~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~~2,000,000 ~~the rates at which we have negotiated with each of our merchant-clients may vary slightly~~shares.

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.-8-

~~Our~~There ~~other chief concern is competition. Our industry~~ has ~~relatively~~been ~~low~~no ~~barriers~~change to ~~entry. We believe this may lead, in~~ the ~~near-term,~~par 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~~$0.00001.

~~Industry~~The ~~and~~capitalization ~~Executive~~of ~~Outlook~~the corporation has been changed in accordance with the above as follows:

~~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~~5,000,000,000 ~~vehicle. We~~shares ~~plan~~par tovalue ~~continue to spend more advertising dollars on Internet advertising~~$0.00001

We-65,000,010 ~~will~~shares ~~also~~par ~~use~~value ~~marketing experts to generate new clients for Citadel~~$0. ~~This includes but is not limited to using blogs~~00001, ~~chat~~which ~~rooms,~~may ~~internet~~be ~~promotion~~designated ~~companies, search engine placement, opt-~~in ~~email~~multiple ~~promotion, self-producing web sites, and referrals~~series.

8 Total capitalization: $56,650.

~~Results~~The Board took this action to take advantage of ~~Operations~~Wyoming’s more favorable franchise tax law. While Nevada imposes a franchise tax based on the number of shares authorized, Wyoming basis its business license tax on the assets of the entity situate in Wyoming. Since Citadel has no assets situate in Wyoming it is subject to the minimum $50 business license tax as compared to a business tax fee of $650 in Nevada.

~~Three~~On ~~Months~~or ~~Ended~~about ~~June~~February 301, ~~2013~~2014, ~~Compared~~the toCompany ~~Three~~received ~~Months~~notice ~~Ended~~from ~~June~~its 30former securities counsel, ~~2012~~Sayid and Associates, LLP, threatening a law suit, demanding payment of $162,216 in outstanding legal fees for two (2) months of representation. The Company has disputed the charges and pursuant to New York statute has determined to arbitrate under the provisions of the Fee Dispute Resolution provisions of the New York Bar Association.

~~Revenues~~Item 2. MANAGEMENT’S DISCUSSION and ANAYLISIS OF COMPANY’S FINANCIAL CONDITION

		Three Months Ended June 30, 2013					Three Months Ended June30, 2012				Change						%
Revenues		$	111,684				$	118,,954				$	(7,270)						6

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition. This information should be read in conjunction with the audited financial statements which are included in the Form 10 K/A for the fiscal year ended September 30, 2013, and the unaudited financial statements contained in Part 1, Item 1 herein above.

Revenues decreased by $7,270, or 6 percent to $111,684 for the three months ended June 30, 2013 from $118,954 for the three months ended June 30, 2012. The revenue rate decreased due to smaller transactions across the relative same number of merchants. 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. General:

~~Operating~~The ~~Expenses~~Company provides “Merchant Services”, which refers to the service that enables a business to accept a transaction payment through some secure (encrypted) channel by use of the customer's credit or debit card. The Company’s revenues are derived from pre-negotiated contracted transaction fees for processing credit and debit cards, which is referred to as “residual income”. Although the Company uses a standard contract with each of its customers, the transaction fees may vary slightly from customer to customer.

		Three Months Ended June 30, 2013				Three Months Ended June 30, 2012				Change				%
Operating expenses		$	37,557			$	42,731			$	5,174				12

-9-

Our ~~operating~~revenues ~~expenses~~are ~~decreased~~highly ~~from~~susceptible ~~$42,731~~to ~~for~~fluctuations in the ~~three~~overall ~~months~~economy ~~ended~~and ~~June~~consumer ~~30,~~confidence. ~~2012~~The tooverall ~~$37,557~~health ~~for~~of the ~~three~~United ~~months~~States ~~ended~~economy ~~June~~is 30improving since the slowdown of 2008, ~~2013~~recently there has been an improvement in consumer spending and confidence, which should bode well for the Company’s revenues.

9We are continually faced with the challenge of increasing competition from new entrants to the industry and from the expansion of large financial institutions, which provide credit services, electing to offer their own merchant services. These factors along with a slow economic recovery expose the Company to erosion of its customer base.

~~Nine~~As ~~Months~~these ~~Ended~~factors ~~June~~splinter 30the market for these services, ~~2013~~management ~~Compared~~believes they will, in the long-term, increase opportunities for consolidation through mergers and acquisitions. Management believes that the Company is suited to ~~Nine~~these ~~Months~~activities ~~Ended~~as ~~June~~a ~~30,~~public ~~2012~~entity.

~~Revenues~~Management continues to exploit the Internet as its primary engine to market and generate new sales. This includes using social media, search engine placement, e-mail promotions and its web site www.citadel-card-processing.com to expand its customer base.

		Nine Months Ended June 30, 2013				Nine Months Ended June 30, 2012				Change				%
Revenues		$	313,655			$	392,401			$	(78,746)				20

Results of Operations

~~Revenues~~The ~~decreased~~three bymonth ~~$78,746,~~period ~~or 20 percent to $313,655 for the nine months~~ ended ~~June~~December 3031, 2013 ~~from~~as ~~$392.401~~compared ~~for~~to the ~~nine~~three months ended ~~June~~December 3031, 2012. The revenue rate decreased due to smaller transactions across the relative same number of merchants. 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. :

~~Operating Expenses.~~ Revenues:

		Nine Months Ended June 30, 2013				Nine Months Ended June 30, 2012				Change				%
Operating expenses		$	639,701			$	1,636,985			$	(997,284)				61

Three months ended

~~Our~~December ~~operating expenses decreased from $1~~31,636,985 for the nine months ended June 30, 2012 to $639,701 for the nine months ended June 30, 2013. The primary reason for the decrease was $460,749 recorded as stock based compensation during 2013 and $1,408,000 of stock based compensation recorded during the nine months ended June 30, 2012.

~~Capital Resources and Liquidity~~2013

~~Overview~~2012

~~Over~~Change 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.

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. %

10 Revenues

~~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~~98, 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.856

~~Cash Flow from Operating Activities~~$91,627

~~During the nine months ended June 30, 2013, cash provided from operating activities was~~ $~~192~~7,~~892 as compared to cash flows used in operating activities during the same prior year period of $141,559.~~ 229

~~Cash Flow from Investing Activities~~7.89%

During the six months ended March 31, 2013, Citadel assumed $1,000 of a convertible note receivable from a publicly traded company. Citadel received 100,000,000 shares 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. On June -10~~, 2013, Citadel sold the 100,000,000 shares for $10,000 (including fees of $1,865) and recorded a realized gain of $9,000.~~ -

~~During~~Revenues ~~the~~increased ~~three~~by ~~months~~$7,229, ~~ended~~or ~~June~~7.89% ~~30,~~to ~~2013~~$98, ~~Citadel~~856 ~~received~~from a$91,627 ~~partial~~for ~~assignment~~the ofthree anmonth ~~original~~period ~~convertible~~ended ~~note~~December ~~receivable~~31, ~~held~~2013 byand ~~another~~2012, ~~publicly traded company~~respectively. ~~For~~ ~~$570~~The ~~Citadel~~increase ~~assumed~~resulted ~~$570~~primarily offrom aan ~~convertible~~increase ~~note~~in ~~receivable .. During~~ the ~~quarter,~~Company’s ~~Citadel~~number ~~converted the investment into 57,000,000 shares~~ of ~~freely~~transactions ~~trading~~and ~~common~~a ~~shares. Citadel~~reduced ~~has~~rate ~~classified~~in ~~these shares as trading securities at~~ its ~~original~~ cost of ~~$570~~goods assold. ~~its~~Revenues ~~intention~~are isreported tonet ~~hold~~of ~~the~~amounts ~~investment~~paid ~~for~~to acredit ~~short~~provider ~~time. At June 30~~sponsors, ~~2013,~~as ~~Citadel~~well ~~subsequently~~as ~~measured~~interchange ~~the~~and ~~shares~~assessments atpaid ~~their~~to ~~fair~~credit ~~market~~card ~~value~~providers of(MasterCard, ~~$85~~Visa,~~500~~ ~~based~~etc.) onunder ~~the~~revenue ~~closing~~sharing ~~price~~agreements onby ~~June~~which 30participants ~~and~~receive ~~recorded~~payments anbased ~~unrealized~~on ~~gain~~processing ofvolumes ~~$84,930~~for inparticular ~~the~~groups ~~statement~~ of ~~operations~~merchants.

~~Cash~~Operating ~~Flow from Financing Activities~~Expenses:

~~During~~Three ~~the first nine~~ months ~~of 2013 cash used in financing activities was $213,000 as compared to cash used in financing activity of $100,000 for the nine months~~ ended June 30, 2012. We sold shares of Preferred stock for $22,000 during the nine-months ended June 30, 2013. Dividends of $235,000 and $100,000 during the nine months ended June 30, 2013 and 2012, respectively, were paid to our CEO and sole preferred shareholder.

~~Critical~~December ~~Accounting Policy Updates~~31,

The discussion and analysis of our financial condition and results of operations is based on our unaudited 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.2013

~~Revenue Recognition~~ 2012

11 Change

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~~Operating 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.Expenses

~~We follow the requirements of ASC 605-45~~$11, ~~“Revenue Recognition~~462, 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 merchants342

~~See Note 1~~$400, ~~“Recent Accounting Pronouncements,” in the notes to unaudited financial statements for information regarding recently issued accounting standards.~~654

~~Refer to Part II. Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations~~$11,~~” in our Annual Report on Form 10-K for the year ended September 30~~061, ~~2010 for a discussion of our Critical Accounting Policies.~~688

~~Inflation and Seasonality~~2,761%

WeOperating doexpenses ~~not~~dramatically ~~believe~~increased ~~that~~from ~~our~~$400,657 ~~operations~~for ~~are~~the ~~significantly~~three ~~impacted~~month byperiod ~~inflation~~ended December 31, 2012 to $11,462,342 for the same period ended December 31, 2013. ~~Our~~ ~~business~~These isincreases ~~not~~were ~~significantly~~primarily ~~seasonal~~due to increases in ~~nature~~legal and consulting services. Legal fees for the current period, including the fair market value of restricted stock issued for such services, were $7,269,916 as compared to $0.00 for the period ending December 31, 2012. Consulting fees for the current period, including the fair market value of restricted stock issued for such services, were $ 4,392,928 The fair market value for the issued restricted common shares for these services was determined using the closing price of the shares on the date they were issued as quoted on the OTCQB exchange.

~~Off~~In addition to its operating expense, the Company had net other income of $24,264 which was offset by an additional $17,713,750 in non-~~Balance~~operating ~~Sheet~~expenses. ~~Arrangements~~These expenses were recorded primarily based upon the fair market value of restricted common shares, and include $3,150,000 for services rendered by consultants related to the nullified purchase of certain 1934 U.S. Gold Certificates, $813,750 as part of a loyal customer retention policy, and $10,000,000 paid to Spartacus Partners Corporation and $3,750,000 to other consultants to secure a Standby Letter of Credit.

WeThe ~~have~~Company’s nonet ~~off-balance~~loss ~~sheet~~for ~~arrangements~~the ~~that~~period ~~have~~ending orDecember ~~are~~31, ~~reasonably~~2013 ~~likely~~is ~~to have a current or future effect on our financial condition~~$(29,092,972) ~~changes~~as incompared ~~financial~~to ~~condition,~~a ~~revenues~~net orloss ~~expenses, results~~ of ~~operations~~$(296,883) ~~liquidity,~~for ~~capital~~the ~~expenditures~~same orperiod ~~capital~~ending ~~resources~~December ~~that~~31, ~~is material to investors~~2012.

12Capital Resources and Liquidity

~~ITEM~~Over 4the history of the Company, revenues have remained relatively stable because our business model is reliant on the size of consumer transactions. Therefore, ~~CONTROLS~~we ~~AND~~have ~~PROCEDURES~~not seen significant sudden shifts in our revenues. Revenue growth is driven by the number of consumers patronizing our customer base. It is difficult to ascertain the specific reasons for any growth or detraction of our revenues; however, over the past several years the U.S. Bureau of Labor Statistics Consumer Price Index has reported a small percentage of growth in the retail sales and services sectors of the economy in which consumers are most likely to use credit services.

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~~11-15(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~~The inCompany’s ~~Internal~~overall ~~Control~~liquidity ~~over~~is ~~Financial~~driven ~~Reporting~~by cash from its operations. ~~There~~ ~~have~~The ~~been~~Company nohas ~~changes~~generally toexperienced ~~our~~positive ~~internal~~cash ~~control~~flows ~~over~~throughout ~~financial~~its ~~reporting~~history, ~~(as~~the ~~defined~~current inperiod ~~Exchange~~being ~~Act~~an ~~Rules~~exception. ~~13a-15(f)~~Should ~~and~~this ~~15d-15(f))~~become ~~that~~the ~~occurred~~norm, ~~during~~however, the ~~fiscal~~Company ~~quarter~~will ~~ended~~may ~~June~~need ~~30,~~to ~~2013~~rely ~~which~~on ~~have~~other ~~materially~~sources ~~affected~~of liquidity, orincluding ~~are~~but ~~reasonably~~not ~~likely~~limited to ~~materially~~borrowing ~~affect,~~and ~~our~~the ~~internal~~sale ~~control~~of ~~over~~its ~~financial reporting~~equities.

~~Management’s~~Cash ~~Report~~Flows onfrom ~~Internal~~Operating Control over Financial Reporting. Management is responsible for the fair presentation of the 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:Activities

~~(i) pertain~~Cash toflows from operating activities for the ~~maintenance~~three ofmonths ~~records~~ended ~~that~~December 31, in2013 ~~reasonable~~were ~~detail~~$68,525 ~~accurately~~as ~~and~~compared ~~fairly~~to ~~reflect~~$66,443 for the ~~transactions~~same ~~and~~period ~~dispositions~~ending ofDecember ~~the~~31, ~~assets~~2012. ~~of the company;~~

~~(ii) provide~~Cash ~~reasonable~~Flows ~~assurance~~from ~~that~~Investing 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; andActivities

~~(iii) provide~~The ~~reasonable~~Company ~~assurance~~had ~~regarding~~no ~~prevention~~investing oractivities ~~timely~~during ~~detection~~the ofperiods ~~unauthorized~~ended ~~acquisition~~December 31, ~~use~~2013 orand ~~disposition of assets that could have a material effect on the financial statements~~2012.

~~During~~Cash ~~the~~provided 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~~Financing 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 June 30, 2013. Activities

13Cash used in financing activities were $(58,400) during the three month period ending December 31, 2013 as compared to $(90,000) for the period ended December 31, 2012. Dividends of $58,400 and $90,000 were paid during the periods ending December 31, 2013 and 2012, respectively.

ACritical ~~material~~Accounting ~~weakness~~Policy 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.Updates

AsThe ofdiscussion ~~June~~and ~~30,~~analysis ~~2013,~~of wethe ~~did~~Company’s ~~not~~financial ~~maintain~~condition ~~effective~~and ~~controls~~results ~~over~~of ~~the~~operations ~~control~~is ~~environment. The~~based ~~Board~~on ofunaudited ~~Directors~~financial ~~does~~statements, ~~not~~which ~~currently~~ have ~~any~~been ~~independent~~prepared ~~members~~in ~~and~~accordance nowith ~~director~~accounting ~~qualifies~~principles asgenerally anaccepted ~~audit~~in ~~committee~~the ~~financial~~United ~~expert~~States. We ~~did~~The ~~not~~preparation ~~maintain~~of ~~the~~these ~~following~~financial ~~controls:~~statements ~~sufficient~~in ~~policies~~accordance ~~and~~with ~~procedures~~US ~~over~~GAAP ~~the~~requires ~~administration~~us ofto ~~our~~make ~~accounting~~estimates and ~~fraud~~judgments ~~risk~~that ~~policies,~~may affect assets and aliabilities. ~~sufficient~~We ~~segregation~~evaluate ofestimates ~~duties~~on an on-going basis, including those related to ~~decrease~~revenue ~~the~~recognition ~~risk~~and ofrelated ~~inappropriate~~allowances ~~accounting~~and ~~since~~income ~~there~~taxes isincluding ~~only~~the 1valuation ~~employee.~~allowance ~~Since~~for ~~these~~deferred ~~entity~~tax ~~level~~assets. ~~programs~~We ~~have~~base aour ~~pervasive~~estimates ~~effect~~on ~~across~~historical ~~the~~experience ~~organization,~~and ~~management~~on ~~has~~various ~~determined~~other assumptions that ~~these~~are ~~circumstances~~believed ~~constitute~~to abe ~~material~~reasonable, ~~weakness.~~the ~~Additionally,~~results ~~this~~of ~~control~~which ~~deficiency~~form ~~could~~the ~~result~~basis inof ~~another~~making ~~material~~judgments ~~weakness~~regarding ~~that~~the ~~could~~carrying ~~result~~values inof aassets ~~material~~and ~~misstatement~~liabilities. ofActual ~~the~~results ~~financial~~may ~~statements~~differ ~~that~~from ~~would~~these ~~not~~estimates beunder ~~prevented~~different orassumptions ~~detected~~and conditions.

~~PART~~Potential IIDerivative ~~– OTHER INFORMATION~~Instruments

~~ITEM~~We 1periodically assess our financial and equity instruments to determine if they require derivative accounting. ~~LEGAL~~Instruments ~~PROCEEDINGS~~which may potentially require derivative accounting are conversion features of debt, equity, and common stock equivalents in excess of available authorized common shares.

~~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.~~12-

~~ITEM~~We 2.have ~~UNREGISTERED~~determined ~~SALES~~that OFthe ~~EQUITY~~conversion ~~SECURITIES~~feature ~~AND~~of ~~USE~~our OFequity ~~PROCEEDS~~instruments are not derivative instruments because the strike price of common stock at the date of the grant is equal to the conversion price.

~~During~~We have determined that common stock equivalents in excess of authorized common shares are not derivative instruments due to the ~~three~~fact ~~months~~that ~~ending~~an ~~June~~increase 30in authorized shares is within our control because our Chief Executive Officer, ~~2013~~Gary DeRoos, ~~Citadel~~and ~~cancelled~~his 40spouse control over 50% of our voting power. Mr. DeRoos has the power to elect directors of his choosing,~~000~~ including,~~000~~ if he so chose, to elect himself sole director through his greater than 50% ownership of ~~Series~~the Aoutstanding ~~Preferred~~common ~~stock~~shares. ~~previously~~Article ~~issued~~2, Item 12 of the Company’s bylaws states that: “Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to Mrvote at an election of Directors.” ~~Gary~~Therefore, ~~DeRoos~~Mr. ~~The~~ ~~company~~DeRoos ~~recorded~~has athe ~~contribution~~authority and ability, as controlling shareholder, to ~~equity~~take ~~equal~~action to remove the ~~par~~board, ~~value~~and ofeither replace them with board members who would act or install himself as the ~~stock~~sole ~~cancelled~~board ofmember ~~$400~~and act unilaterally.

~~During~~Revenue the three months ending June 30, 2013, Citadel issued 639,379 shares of Series D Convertible preferred stock as a stock dividend to all of its existing common shareholders in contemplation of its reverse stock split. Citadel recorded a reduction in additional paid in capital of $7, equal to the par value of the preferred shares. Recognition

~~During~~The ~~the~~Company’s ~~three~~revenues ~~months~~are ~~ending~~derived ~~June~~from ~~30,~~the ~~2013,~~electronic ~~Citadel~~processing ~~issued~~of ~~20,000~~credit ~~shares~~and ofdebit ~~Series~~card Etransactions ~~Convertible~~that ~~preferred~~are ~~stock~~authorized toand Mrcaptured through third-party networks. Merchants ~~DeRoos~~are charged a transaction fee for these processing services based on a percentage of the ~~cancellation~~dollar amount of ~~117,000,000~~each ~~(pre-reverse~~transaction ~~split;~~as 9well as transactions fees,~~750~~ ~~post~~if ~~reverse~~any. Merchants ~~split)~~may ~~shares~~be ofcharged ~~common~~a ~~stock~~flat ~~previously~~rate ~~held~~per bytransaction ~~Mr.~~fee ~~DeRoos.~~and ~~The~~miscellaneous ~~company~~charges ~~recorded~~for ~~this~~handling, atcharge ~~par~~backs, ~~value~~monthly minimum use fees, equipment rental or sales.

14Revenues are reported net of amounts paid to credit providers and interchange and assessments fees paid to credit card associations such as MasterCard and Visa under revenue sharing agreements to which such parties receive payments based on processing volumes for particular groups of merchants.

~~During~~The Company adheres to the ~~three~~requirements ~~months~~of ~~ending~~Accounting ~~June~~Standards 30Codification (“ASC”) 605-45, ~~2013~~“Revenue Recognition, ~~Citadel~~Principal ~~issued~~Agent ~~800~~Considerations,” ~~shares~~in determining revenue reporting. We report revenues at the time of ~~Series~~sale Con ~~preferred~~a ~~stock~~net ~~for~~basis $2where we are not the primary obligator in the arrangement have minimal latitude in establishing the price of services,~~000~~ do not change the product and perform part of the service, do not have discretion in supplier selection, do not have latitude in product and service specifications to meet our customers’ needs and do not assume credit risk. This amount includes interchange aid to card issuing banks and assessments paid to credit card associations under which such parties receive payments based on processing volumes for particular groups of merchants.

~~During~~See ~~the~~Note ~~three~~1 ~~months~~of ~~ending~~the ~~June~~Notes ~~30,~~to ~~2013,~~Unaudited ~~Citadel~~Financial ~~did~~Statements afor ~~1:12,000~~information ~~reverse~~on ~~stock~~recently ~~split~~issued ofaccounting ~~its~~standards, ~~common~~if ~~shares outstanding~~any.

~~During~~Refer ~~the~~to ~~three~~Part ~~months ending June 30~~II, ~~2012,~~Item ~~Citadel cancelled 117~~2,~~000,000~~ ~~(pre-reverse~~“Management’s ~~split;~~Discussions ~~9,750~~and ~~post~~Analysis ~~reverse~~of ~~split)~~Financial ~~common~~Condition ~~shares~~and ~~previously~~Results ~~issued~~of toOperations” ~~Mr.~~in ~~Gary~~the ~~DeRoos. Citadel~~Annual ~~recorded~~Report aon ~~reduction~~Form in10K/A ~~additional paid in capital~~ for ~~$1,170 or~~ the ~~par~~year ~~value~~ended ofSeptember ~~the~~30, ~~common~~2013, ~~shares.~~which ~~See~~may ~~note~~be ~~above~~viewed inat ~~Preferred regarding Series E preferred shares issued to Mr~~www. ~~DeRoos~~sec.gov.

~~During~~Inflation ~~the three months ending June 30, 2013, Citadel issued 24,300,000 shares of common stock (post reverse split) for the conversion of 1 share of Series C preferred stock~~ and ~~243 shares of Series D preferred stock.~~ Seasonality

~~During~~Our ~~the~~business ~~six~~is ~~months~~not ~~ended~~significantly ~~March 31, 2013, Citadel issued another 443,000 Series C Preferred shares to various consultants for services rendered and valued at $329,149~~seasonal. ~~Also,~~Our ~~13,500~~operations ~~Series~~have Cthe ~~Preferred~~potential ~~shares were issued~~ to ~~various~~be ~~consultants~~affected toby ~~settle~~inflation; ~~liabilities of $61~~however,~~875.~~ Awe ~~loss~~do onnot ~~settlement~~believe ofthat ~~liabilities~~our ofrecent ~~$8,625~~results ~~was recorded. All~~ of ~~these~~operations ~~shares~~have ~~were~~been ~~also~~significantly ~~valued~~affected ~~based~~by ~~on the independent valuation method~~inflation.

~~In March 2013, Citadel cancelled~~ -13~~,500 shares of Series C Preferred shares and as such recorded $10,030 as an offset to stock based compensation.~~ -

~~During the nine months ended June 30, 2013, Citadel issued 58,000,000 (pre~~Off-~~reverse~~Balance ~~split;~~Sheet 4,833 post reverse split) common shares to settle liabilities due to various consultants for services. Citadel settled liabilities of $65,000 and recorded a gain on liabilities of $20,769. The values are based on the closing prices ranging from $0.0013 to $0.0029 per share on the issuance dates. During the nine months ending June 30, 2013, Citadel issued 14,000,000 (pre-revese split; 1,167 post reverse split) 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. Arrangements

~~During~~There ~~the~~are ~~nine~~no ~~months~~off-balance ~~ended~~sheets ~~June~~arrangements ~~30,~~that ~~2012,~~have ~~Citadel~~or ~~issued~~reasonably ~~24,300,000~~are ~~shares~~likely ofto ~~common~~have ~~stock~~a ~~(post-reverse~~current ~~split)~~or ~~for~~future effect on the ~~conversion~~Company’s offinancial 1condition, ~~share~~changes toin ~~Series~~financial Ccondition, ~~preferred~~revenues ~~stock~~or expenditures, results of operations, liquidity and ~~243~~capital ~~shares~~expenditures ofor ~~Series~~resources Dthat ~~preferred~~is ~~stock~~material to investors.

~~ITEM~~Item 53. ~~OTHER~~QUANTITATIVE ~~INFORMATION~~AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

~~None~~Not applicable.

15Item 4. CONTROLS AND PROCEDURES

~~ITEM~~Evaluation 6of Disclosure Controls and Procedures. ~~EXHIBITS~~

31.1	Amended Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2	Amended Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1	Amended Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Amended Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
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We carried out an evaluation, under the supervision and with the participation of our management, including our sole officer and director serving both as the Company’s 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.

~~SIGNATURES~~Management’s Report on Internal Control over Financial Reporting.

~~Pursuant~~Management tois responsible for the ~~requirements~~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, ~~the~~as ~~registrant~~amended. ~~has~~Our ~~duly~~internal ~~caused~~control ~~this~~over ~~report~~financial reporting is designed to beprovide ~~signed~~reasonable onassurance ~~its~~regarding ~~behalf~~the byreliability of financial reporting and the ~~undersigned,~~preparation ~~thereunto~~of ~~duly~~financial ~~authorized~~statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

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

Signature	Title	Date
/s/ GARY DEROOS	President, CEO and Director	August 14 , 2013
Gary DeRoos	(Principal Executive Officer)
/s/ GARY DEROOS	Chief Financial Officer	August 14, 2013
Gary DeRoos	(Principal Financial Officer)

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance; and

16(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 for the year ended September 30, 2013, 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, 2013 and the deficiencies reported continue to be deficiencies as of December 31, 2013.

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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 December 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 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.

On February 1, 2014, the Company received a demand notice threatening legal action from its former counsel, Sayid and Associates, LLP to collect $162,216 in past due charges. See Note 5- Subsequent Events for a summary of this event.

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

During the three months ended December 31, 2013, Citadel issued 6,927,500 restricted shares of its common stock, as follows:

(i) 925,000 restricted common shares were issued for services, of which 675,000 shares were for legal services and 250,000 restricted shares were for consulting services. The Company determined the Fair Market Value based on the closing price on the date of issue, which was $10.50 throughout the period covered by this report. The Company recorded an expense of $9,712,500 for these services;

(ii) it issued 1,500,000 restricted common shares for consulting services associated with the pending acquisition of a Standby Letter of Credit. The Company determined the Fair Market Value based upon the agreement with the various participants that set the value of the services at $2.50, per share, the bid price on the date of execution of the consulting agreements. The Company recorded and expense of $3,750,000 for these services;

(iii) 4,000,000 restricted common shares were issued to Spartacus Partners Corporation to secure an acquisition of a Standby letter of Credit setting the shares were valued at $2.50, per share, the bid price on the date of execution of the agreement. The Company recorded an expense of $10,000,000 for this acquisition;

-15-

(iv) Citadel issued 77,500 restricted shares to three (3) customers of the Company as a “loyalty reward”. The Company valued as of the closing price on the date of issue: $10.50. It recorded an expense of $813,750;

(v) 300,000 restricted common shares were issued to CAZ Capital Partners, LLC relating to the nullified U.S. Gold Certificates purchase, which were valued at the closing price on the date of issue: $10.50. The Company recorded an expense of $3,150,000; and

(vi) 25,000 restricted common shares were issued to the Whitestone Group of Fort Worth Texas, for consulting service. The Company valued the shares at the closing price on the date of issue: $10.50. The Company reported an expense of $262,500.

See Note 3 – Shareholders’ Equity.

Item 3. DEFAULT ON SENIOR SECURITIES

There have been no defaults on senior securities during this reporting period.

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

On February 3, 2014, the Company moved its jurisdiction from Nevada to Wyoming on the unanimous written consent of the Board of Directors and the written consent of the majority shareholders of all classes of voting stock. As part of the re-domestication, Citadel amended its Articles of Incorporation to include the following items:

-Common shares authorized were changed from 1,100,000,000 to 5,000,000,000

-Authorized shares of Preferred Series “A” Stock was changed from 100,000,000 to 11,000,000 shares;

-Authorized shares of Preferred Series “B” Stock remain 10 shares;

-Authorized shares of Preferred Series “C” Stock was changed from 70,000,000 to 30,000,000 shares;

-Authorized shares of Preferred Series “D” Stock remain 18,000,000;

-Authorized shares of Preferred Series “E” Stock remain 2,000,000;

-Authorized shares of Preferred Series “F” Stock remains as 2,000,000 shares; and

-Authorized shares of Preferred Series “G” Stock remains as 2,000,000 shares.

-16-

There has been no change to the par value: $0.00001.

The capitalization of the corporation has been changed in accordance with the above as follows:

-5,000,000,000 shares par value $0.00001

-65,000,010 shares par value $0.00001, which may be designated in multiple series.

Total capitalization: $56,650.

The Board took this action to take advantage of Wyoming’s more favorable franchise tax law. While Nevada imposes a franchise tax based on the number of shares authorized, Wyoming basis its business license tax on the assets of the entity situate in Wyoming. Since Citadel has no assets situate in Wyoming it is subject to the minimum $50 business license tax as compared to a business tax fee of $650 in Nevada.

Item 6. EXHIBITS

31.1 Amended Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

31.2 Amended Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

32.1 Amended Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Amended Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

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101.SCH

XBRL TAXONOMY EXTENSION SCHEMA

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101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB

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101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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Signatures

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

CITADEL EFT, INC.

Registrant

Signatures

Title

Date

/s/ GARY DEROOS

President, CEO and Director

Gary DeRoos

/s/ GARY DEROOS

Chief Financial Officer

Gary DeRoos

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Filing Compare · Citadel EFT, Inc.