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EXCEL - IDEA: XBRL DOCUMENT - Citadel EFT, Inc.Financial_Report.xls
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EX-32.1 - CERTIFICATION - Citadel EFT, Inc.ex321.htm
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v2.4.0.6
STOCKHOLDER'S EQUITY
12 Months Ended
Sep. 30, 2012
STOCKHOLDER'S EQUITY [Abstract]  
STOCKHOLDER'S EQUITY

NOTE 2. STOCKHOLDER'S EQUITY

 

Series A Convertible Redeemable Preferred Stock

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

 

Series B Preferred Stock

On September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 10 shares of Series B preferred stock, at a par value of $0.00001. The Series B stock does not have any conversion rights associated with them. The Series B stock have voting rights equal to two times the sum of (i) the total number of shares of common stock which are issued and outstanding at the time of voting plus (ii) the total number of shares of any preferred stocks which are issued and outstanding.

 

Series C Convertible Preferred Stock

On September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 30,000,000 shares of Series B convertible preferred stock, ("Series C stock") at a par value of $0.00001. The Series C stock has liquidation rights upon any liquidation, dissolution or winding up of the Company whether voluntary or involuntary and shall be paid out of the assets of the Company equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series C stock in excess of $100,000, $0.997 per share, plus all declared but unpaid dividends. The Series C stock is convertible at any time, but not before six months or twelve months depending on the Company's filing of certain public reports, into the number of shares of common stock equal to the price of the Series C stock divided by the par value of the common stock. The Series C stock has voting rights equal to ten votes for any election or other vote placed before the shareholders of the company.

 

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 of Series C preferred stock, par value $0.00001. All other rights, preferences and limitations of the Series C preferred stock remain in force.

 

Series D Convertible Preferred Stock

On September 26, 2012, Citadel amended its articles of incorporation to approve the designation of 18 shares of Series D convertible preferred stock, ("Series D stock") at a par value of $0.00001. The Series C stock has liquidation rights upon any liquidation, dissolution or winding up of the Company whether voluntary or involuntary and shall be paid out of the assets of the Company equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series D stock in excess of $100,000, $0.997 per share, plus all declared but unpaid dividends. The Series D stock is convertible at any time, but not before six months or twelve months depending on the Company's filing of certain public reports, into the number of shares of common stock equal to the price of the Series C stock divided by the par value of the common stock. The Series D stock has voting rights equal to ten votes for any election or other vote placed before the shareholders of the company.

 

Dividends

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

 

Common Stock

During the year ended September 30, 2012, Citadel issued 11,500,000 common shares to various consultants for services. Citadel recorded compensation expense of $1,408,850 based on the closing prices ranging from $0.03 to $0.16 per share on the issuance dates.

 

During the year ended September 30, 2012, Citadel further issued 27,500,000 common shares to various consultants for services. Citadel recorded compensation expense of $495,000 based on the closing price of $0.018 per share on the issuance dates of the shares.

 

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

 

During the year ended September 30, 2011, Citadel issued 11,000 common shares to a third party for consulting services. Citadel recorded consulting expense in an amount equal to the fair market value of $1,100 according to the closing price on the date of issuance of $0.10 per share.

 

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

 

During the year ended September 30, 2011, Citadel issued 100,000 shares of common stock to a third party for consulting services. Citadel recorded consulting expense in the amount equal to the fair market value of $14,500 according to the closing price of $0.145 per share on the date of issuance.