Citadel Assets Valuation Report

D O T Y � S C O T T E N T E R P R I S E S , I N C . ______________________________________________________________________________

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Corporate Valuations—SEC Compliance Valuations —M&A Valuations—Equity Research

February 9, 2013 Gary DeRoos Chief Executive Officer Citadel EFT, Inc. 325 College Blvd. Oceanside, CA 92057 Re: Inventory Valuation Analysis as of October 24, 2012 Dear Mr. DeRoos: Pursuant to your request, DS Enterprises, Inc. (“DSE”) has performed an Inventory valuation analysis of the Sports Memorabilia (herein referenced as the “Inventory” or “Inventory Assets”) acquired by Citadel EFT, Inc. (herein referenced as “Citadel EFT” or “CDFT” or the “Company”), as of October 24, 2012 (the "Date of Valuation"). In addition, DSE has performed a valuation of the consideration paid for the Inventory, the Preferred C shares. This letter report summarizes our findings and related issues surrounding the valuations. Our full report attached details all of our findings and conclusions. The objective of our engagement was to provide recommendations of fair value for the Inventory acquired by Citadel EFT from Art to Go as of the Date of Valuation and the Preferred C shares issued as consideration. 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 – ED/2012 and Financial Accounting Standards Board (“FASB”) in FASB ASC 820 – Fair Value Measurements and Disclosures (formerly FAS 157) 1. According to IFRS/SFAS, fair value is defined as:

1 Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Statement No. 168

- effective on July 1, 2009

Citadel EFT – Inventory Assets Valuation 2/9/2013

DSE

The amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

For purposes of determining the fair value of the consideration paid, we completed and equity valuation of the Company. For this valuation, we utilized fair value as defined by the FASB in ASC 820 (herein referenced as "FAS 157"). The standard defines Fair Market Value as the price, in cash or equivalent, that a buyer could reasonably be expected to pay, and a seller could reasonably be expected to accept, if the business were exposed for sale on the open market for a reasonable period of time, with both buyer and seller being in possession of the pertinent facts and neither being under any compulsion to act. The estimate of "market value" is in accordance with the definition set forth by the Board of Governors of the Federal Reserve System, under Title XI of the Federal Financial Institutions Reform Recovery, and Enforcement Act of 1989 ("FIRREA"), effective August 9, 1990.

Inventory Valuation

For the Inventory, given the type of items and the quantities of each, we determined that wholesale pricing was the best measure of fair value for these assets. The Company acquired individual asset ranging from as few as 2 items to as many as 5,000 similar items. These items are typically sold retail in single lots, and wholesale in 2 to 100 lots. The assets were originally appraised by Sports and Entertainment Marketing Group ("SEMG") on October 28, 2012. SEMG inspected the inventory at its locations in Tannersville, NY and indicated its evaluation was based on personal experience and the wholesale pricing of the largest wholesalers. SEMG appraised the Inventory at $10,389,046. The following representations were made by the Company: that the inventory was in good to excellent condition and that all the inventory had authentication certificates. Our methodology was as follows:

� Retail pricing was obtained from nine different sources that carried similar or identical items.

� Most of these sources guaranteed authenticity and provided certificates of authenticity or offered money back guarantees.

� Many of these sources guaranteed best pricing. � Retail value was discounted to wholesale based on wholesale being 50% of retail.


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� In cases where wholesale estimates exceeded SEMG estimates, SEMG estimates were used. In cases, where retail estimates could not be found, a discount to SEMG estimates was taken that was identical to the overall discount determined on the verified inventory.

In our opinion, our estimate of fair market value of the Inventory assets acquired from Art to Go, subject to the assumptions and limiting conditions set forth herein, as of October 24, 2012 is: $4,344,419. However, this indication of fair market value is conditioned upon the following issues:

� Value of memorabilia is a function of quality, authenticity, and is subject to market changes, and typically is slow moving inventory. Representations regarding the quality and authenticity were made by the Company but have not been verified.

� Two of the largest valued items by SEMG could not be verified due to the limitation on the details and description of the inventory. This included the 5,000 piece "Assorted Walt Disney animation cells" valued at $950,000 and the 3,200 piece "Dr. Ferdie Pacheco signed artworks - assorted prints" valued at $400,000.

� We found significant variances in value on 13 items that accounted for 93% of the variance between the SEMG value and our preliminary valuation. This included 750 pieces of "Leroy Neiman fight designed poster of the Larry Holmes vs. Ernie Shavers fight at Ceasars Las Vegas 1979 signed by all three" (variance in value of $731,250) and 1,839 pieces of "8x10 autographed photo of Muhammad Ali" (variance in value of $617,705).

� On the 12,163 items, approximately half the inventory, that DSE was able to find comparable retail pricing, the fair value variance was nearly 58% lower than SEMG value. We applied the same discount to the full inventory.

� In some cases, DSE identified retail prices on a few items indicated that the wholesale price was significantly higher than SEMG estimates. However, we utilized SEMG estimated if they were lower since they had the benefit of seeing the inventory first hand.

� DSE utilized a wholesale discount of 50%. Our review of wholesale pricing for this industry indicated that wholesale ranged from 45-50% of retail.

Consideration Valuation

Given some of the concerns detailed above regarding these Assets, as an alternative measure of value, DSE performed a valuation of the consideration given in the exchange for the Art to Go Inventory. Effective as of October 24, 2012, Citadel EFT issued 4,000,000 shares of Preferred C stock to the sellers.


DSE

Citadel has five classes of stock; common, Preferred A, Preferred B, Preferred C and Preferred D. Just prior to the Valuation date, the Company has the following shares outstanding:

Series A Preferred Stock Each share of Series A Convertible Preferred Stock is 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 Each share of Series B Convertible Preferred Stock is not convertible. The holders of the Series B Convertible Preferred Stock will have two times the total of common shares issued and oustanding and preferred shares. The Series B Preferred Stock ranks on parity with the common stock with respect to distribution of assets. Series C Preferred Stock

The shares of Series C preferred stock have certain liquidation rights such that before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C preferred stock, the holders of the Series C preferred stock shall be entitled to be paid out of the assets of the Company an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100,000, $0.997 per share, plus all declared but unpaid dividends, for each share of Series C preferred stock held by them. Each share of Series C preferred stock shall be convertible, into the number of shares of the Company’s common stock, par value $0.00001 per share, equal to the price of the Series C preferred stock, divided by the par value of the common stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). Each share of Series C preferred stock shall have ten votes for any election or other vote placed before the shareholders of the Company. Shares of Series C preferred stock may not be converted into shares of common stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports. Anti-dilution provisions were provided for the Preferred C shareholders by limiting the Company to issuing any equity instruments only at fair value for the consideration received.

Date Common Shares Preferred A Preferred B

10/23/2012 223,324,960 51,000,000 1


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Just prior to the Valuation Date, the Company's CEO Gary DeRoos held all the issued Series A Preferred, Series B Preferred and approximately 117,500,000 shares of the common stock. He held over 99% of the voting stock. In addition, he and his wife were the sole directors. The Company is effectively owned and controlled by Mr. DeRoos. Upon issuance of the 4,000,000 shares of Preferred C as consideration for the Art to Go Inventory, the capital structure was as follows:

The Company Fair Value as of 10/23/12 is the result of giving weighted attention to three valuation methodologies: the Income Approach; the Market Approach; and the Asset Approach. Based on this analysis as detailed in the attached report, we found the Company Fair Value on a minority basis to be $1,266,000 prior to the acquisition of the Inventory. Upon the acquisition, the Company Fair Value would increase by the assets acquired to a total of $5.61M. This would imply that the Preferred C value would be $4.4M. However, the Preferred C has a contractual 6-12 month restriction. In addition, based on the limited trading volume, the effective restriction is more like two to three years. A discount for lack of marketability (DLOM) was calculated based on both restricted stock studies and Pre-IPO/option-put models. We utilized a 32.5% DLOM, bringing the value of the consideration paid down to $2,972,000. Our recommendation for valuing the assets acquired on 10/24/12 is to value them at the fair value of the consideration received. The conversion value of the Preferred C and the inventory value are close in value ($4.3M vs. $4.4M). The Preferred C shares need to be discounted for lack of marketability. We conclude that the fair value to be assigned to the Inventory is $2,972,000 based on the fair value of the consideration paid.

Date Common Shares Preferred A Preferred B Preferred C

Fully Diluted

Shares

Asset Holder -

Fully Diluted

Ownership

Voting

Control -

DeRoos

10/24/2012 223,324,960 51,000,000 1 4,000,000 1,274,324,960 78.5% 99.0%


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Our work product was conducted in accordance with the Uniform Standards of Professional Appraisal Practice (herein referenced as “USPAP”) as promulgated by The Appraisal Foundation. In accordance with the professional guidelines established by the American Society of Appraisers, (i) we are independent of the Company and none of the DSE Participants or partners who have worked on this engagement has any known or contemplated interest(s) in the Company, (ii) we have no current or contemplated interest in the matters that are the subject of our analysis and (iii) our fee is not subject to or influenced by the results of our analysis or the opinions expressed herein. This summary report stating the significant assumptions made, the methodologies employed, and the conclusions reached are solely for the information of, and assistance to, the management of the Company, and are not to be referred to or distributed for any other purposes. If you have any questions, please call Phil Scott at (858) 350-4207. Sincerely,

Phil Scott, CFA

[email protected]

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Corporate Valuations—SEC Compliance Valuations —M&A Valuations—Asset/Property Valuations

D O T Y � S C O T T E N T E R P R I S E S

Financial Advisory Services

Citadel EFT, Inc.

Inventory Assets Valuation

Art to Go Inventory – Sports Memorabilia

As o f October 24, 2012


DSE

Table of Contents

I. Valuation Overview

II. Asset Valuation

III. Consideration/Equity Valuation

IV. Recommended Fair Value

V. Work Product Summary

Appendices

� A: Qualifications

� B: Inventory Listing


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I. Valuation Overview

Description of Assignment

Pursuant to your request, DS Enterprises, Inc. (“DSE”) has performed an Inventory valuation analysis of the Sports Memorabilia (herein referenced as the “Inventory” or “Inventory Assets”) acquired by Citadel EFT, Inc. (herein referenced as “Citadel EFT” or “CDFT” or the “Company”), as of October 24, 2012 (the "Date of Valuation"). In addition, DSE has performed a valuation of the consideration paid for the Inventory, the Preferred C shares. In order to complete that valuation, an Equity valuation of the Company was performed. This report summarizes our findings and related issues surrounding the valuations. In our opinion, the best estimated fair market value of the Inventory Assets acquired from Art to Go, subject to the assumptions and limiting conditions set forth herein, as of October 24, 2012 is:

$2,972,000

The objective of our engagement was to provide recommendations of fair value for the Inventory acquired by the Company as of the Date of Valuation. 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 – ED/2012 and Financial Accounting Standards Board (“FASB”) in FASB ASC 820 – Fair Value Measurements and Disclosures (formerly FAS 157) 2. According to IFRS/SFAS, fair value is defined as:

The amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

For purposes of this report, including any opinions required by the Company, we utilized fair value defined by the International Valuation Standards Council (IVSC) 2012 Exposure Draft on

2 Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Statement No. 168

- effective on July 1, 2009


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Fair Value Measurement – ED/2012 and Financial Accounting Standards Board (“FASB”) in FASB ASC 820 – Fair Value Measurements and Disclosures (formerly FAS 157). To properly apply this fair value standard, we gave consideration to the Company's intentions regarding whether or not the Assets were to be held, modified, sold, or liquidated. Our analysis also reflects assumptions that would be made by market participants if these market participants were to buy or sell each identified asset on an individual basis. Accordingly, we considered the specific facts and circumstances of the Assets to assist the Company with the identification, classification, and valuation of the Assets that were valued under this fair value premise. It is our understanding that our analysis and this report will be used solely to assist Company management in its operations. Neither the report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, or other agreement or document given to third parties without our prior written consent. This opinion of fair value is based upon the following conditions and assumptions:

1. All of the Assets have been stored as inventory and maintained in a proper manner since the time of acquisition.

2. No significant changes have been made to any of the items other normal maintenance and care.

3. All items mentioned are still located at the Company sites, storage facilities and remain in “good” to "excellent" condition. All items have authenticity certificates.

4. Value of memorabilia is a function of quality, authenticity, and is subject to market changes, and typically is slower moving inventory. Representations regarding the quality and authenticity that were made by the Company but have not been verified.

The use of this report is specifically limited by the terms and conditions expressed herein, and to the purposes described herewith.


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Scope

The scope of our engagement included:

1. Review of the subject Inventory assets;

2. Consideration of applicable economic, industry, and competitive environments;

3. Research of comparable retail pricing with consideration of quality and/or other conditions;

4. Valuation analysis including highest and best use analysis of the Assets giving consideration to appropriate approaches to value; reconciliation of value estimates and value conclusion

5. Preparation of this narrative report summarizing the methodologies employed in our analysis, the assumptions on which our analysis was based, and our recommendations of value.

Our valuation was based on information and financial data provided by the Company, third party sources and other relevant sources, and is subject to the attached Certification and Statement of Limiting Conditions. We did not independently investigate or otherwise verify the data provided and do not express an opinion or offer any other form of assurance regarding its accuracy or completeness. We understand that any financial information provided by the Company was based on historical information maintained by their transfer agent and/or filed with the SEC. The advice contained herein was not intended or written by DSE to be used, and cannot be used, by the recipient or any other taxpayer for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax laws.

This appraisal report is intended only for use by the Company, including its internal management, consultants, investors and regulatory authorities. It may not be distributed to or relied upon by other persons or entities without written permission. The intended use of this appraisal is to estimate the market value of the Inventory/Assets as required by IVSC/SFAS as of the valuation date of the appraisal.

The "Market Value" is defined by the Board of Governors of the Federal Reserve System, under Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), as:

"the most probable price which an asset should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this


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definition is consummation of a sale as of a specified date and passing of title from seller to buyer under conditions whereby:"

1. Buyer and seller are typically motivated where both parties are well-informed or well advised, and each acting in what he considers his own best interest.

2. A reasonable time is allowed for exposure in the open market.

3. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto.

4. The price represents the normal consideration for the item sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

Inventory Fair Value Summary

The Art to Go Assets include the following types of products sold through storefronts and on-line throughout the US:

1. Signed Sports Memorabilia (Photos, balls, gloves, and other)

2. Artwork; mostly sports related with signatures by the artist and/or the athlete

3. Walt Disney animation cells

The specific inventory items acquired are detailed in Exhibit B.

Standard of Value

In accordance with the Business Valuation Standards of the American Society of Appraisers, fair market value, as used herein, represents the price at which the item would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts. Fair value is defined by IFRS 13 as ‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.’ IFRS 13 indicates that when measuring fair value, the following must be considered:

1. The asset or liability being measured, including its condition, location and any restrictions on sale


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2. The principal (or most advantageous) market in which an orderly transaction would take place for the asset or liability

3. For a non-financial asset, the highest and best use of the asset and whether the asset is used in combination with other assets or on a stand-alone basis

4. The assumptions that market participants would use when pricing the asset or liability. The standard provides a hierarchy of methods (‘the fair value hierarchy’) for arriving at fair value, with Level 1 being the preferable method where available:

1. Level 1 unadjusted quoted prices for identical assets and liabilities in active markets.

2. Level 2 other observable inputs for the asset or liability such as quoted prices in active markets for similar assets or liabilities or quoted prices for identical assets or liabilities in markets which are not active.

3. Level 3 unobservable inputs developed by an entity using the best information available where little or no market activity for the asset or liability at the measurement date.

IFRS 13 also requires extensive disclosures to help users of the financial statements assess:

� valuation techniques and inputs used to measure fair values

� for fair value measurements which are regularly updated (such as those in relation to investment properties) and which use significant level 3 inputs, the effect of the measurements on profit or loss or other comprehensive income for the period.

As set forth in the ASC 820 the following will be required to be reported:

1. The fair value measurement at the reporting date.

2. The level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities, significant other observable inputs, and significant unobservable inputs.

3. For fair value measurements using significant unobservable inputs, a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period, purchases, sales, issuances, settlements, and other factors.

Approach of Valuation


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In conducting our work in this matter, we have:

1. Interviewed management of the Company regarding the Inventory Assets, and other factors relevant to this valuation.

2. Analyzed the market comparables for sale.

3. Investigated the economic-industry environment in which the Inventory Assets reside.

4. Examined, selected and applied various valuation methods to arrive at our opinion of the fair market value.

Valuation Factors

The value of the Company is dependent on many factors, such as the following, which are more fully described in IFRS 13 and FASB ASC 820:

1. The nature of the business and the history their sales.

2. The economic outlook in general and the condition or outlook of the specific industry applicable to the Inventory Assets.

3. The book value of the Assets and the financial condition of the Assets.

4. The earning capacity of the Assets.

5. The market prices of similar assets and actively sold in a free and open market.

Assumptions and Limiting Conditions

This valuation has been prepared pursuant to the following general assumptions and limiting conditions:

1. We assume no responsibility for the legal description or matters including legal or title considerations. Title to the subject assets/properties is assumed to be good and marketable unless otherwise stated.

2. The subject assets/properties are appraised free and clear of any or all liens or encumbrances unless otherwise stated.

3. We assume responsible ownership and competent management with respect to the subject assets.


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4. The information furnished by others is believed to be reliable. However, we issue no warranty or other form of assurance regarding its accuracy.

5. We assume that there is full compliance with all applicable federal, state, and local regulations and laws unless noncompliance is stated, defined, and considered in the valuation report.

6. We assume that all required licenses, certificates of occupancy, consents, or legislative or administrative authority from any local, state, or national government, private entity, or organization have been or can be obtained or renewed for any use on which the valuation opinions contained in this report are based.

7. Possession of this valuation opinion report, or a copy thereof, does not carry with it the right of publication or distribution to or use by any third party. It may not be used for any purpose by any person other than the party to whom it is addressed without our prior written consent. Use of this analysis by any third party is at the sole risk of that party who agrees to hold DSE harmless from any claims resulting from use by any third party. Access by any third party does not create privity between DSE and any third party.

8. We, by reason of this engagement, are not required to furnish a complete valuation report, or to give testimony, or to be in attendance in court with reference to the assets/ properties in question unless arrangements have been previously made.

9. To our best knowledge and belief, this analysis has been prepared in conformity with, and is subject to, the requirements of the code of professional ethics and standards of professional conduct of the professional appraisal organizations of which we are members.

10. No part of the contents of this report (especially any conclusions of value, the identity of the appraisers, or the firm with which the appraisers are associated) may be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written consent and in the sole discretion of DSE.

11. We assume no responsibility for any financial or tax reporting requirements, such reporting requirements are the responsibility of the client for whom this analysis was prepared.

12. The valuation analyses contained herein are valid only as of the indicated date and for the indicated purpose.


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Valuation Description

To arrive at our conclusion of Fair Market Value, we performed the following procedures:

1. Reviewed the appraisal report issued by Sports and Entertainment Marketing Group ("SEMG"). SEMG was engaged to "appraise" the Inventory Assets acquired by the Company. They performed on-site verification of the quantities, quality and items held by Art to Go. They provided an estimate of wholesale value based on their experience in the sports and entertainment memorabilia business.

2. Applied a Market valuation approach to the Inventory Assets by collecting/analyzing the relevant retail information for comparable items in the market. Determined standard wholesale discount to retail for this industry.

3. Applied Cost and Market valuation approaches to determine an estimate of value for the consideration paid, which required a valuation of the Company's enterprise value. The following methods were utilized for this valuation:

a. Income Approach - Discounted Market Multiples

b. Market Approach – Price to Revenue Multiples

c. Market Approach – Quoted Market Capitalization

d. Asset Approach – Public Shells

e. Asset Approach –Reverse Listings

4. Compared the Asset valuation to the valuation of the consideration paid to provide our best estimate of the Assets Value.

All 5 approaches/methods to the final estimate, however, are based on market data and market behavior. In addition, all are comparative approaches since they involve the comparison of facts and data related to the subject Inventory and/or the consideration paid.

The Market Approach measures value based on what other purchasers in the market are paying for assets that can be considered reasonably similar to those being valued. When the Market Approach is utilized, data are collected on the prices paid for reasonably comparable assets. Weighting is applied to comparable assets to compensate for differences between those assets


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and the asset being valued. The application of the Market Approach results in an estimate of the price reasonably expected to be realized from the sale of the asset.

The Market Approach is based on the principle of substitution which is that an informed buyer would pay no more for an asset than the cost of acquiring a satisfactory substitute. Application of this principle calls for a knowledge of the prices at which comparable assets or the Company have sold and adjusted for any discounts for lack of marketability or control premiums on the dates.

The Market Approach is based on the price paid in Company or comparable sales. The methods employed include:

1. The Market - Direct Sales Comparison Method is based on the principle of substitution which is that an informed buyer would pay no more for an item or Inventory asset than the cost of acquiring a satisfactory substitute. Application of this principle calls for a knowledge of the prices at which competitive assets have sold or offered in the market. When estimating the value of the subject Inventory assets, via the Direct Sales Comparison Approach, a search of the local jewelry, gems and art markets is performed for sales of assets with similar quality, markets, physical, and functional attributes.

2. The Comparables Adjusted Method is based on adjusting retail values using comparable wholesale pricing in the market.


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II. Asset Valuation

Inventory Valuation - Results

Sports and Entertainment Marketing Group ("SEMG") prepared a listing of all the inventory acquired from Art to Go (See Appendix B). The Inventory consisted of over 25,000 items of sports memorabilia and artwork. These items were analyzed and reviewed for sale prices and replacement costs of similar products. The fair value was estimated at the current wholesale price of the items, assuming they are in “good” to "excellent condition" and have a certificate of authenticity attached. Value of memorabilia is a function of quality, authenticity, and is subject to market changes, and typically is slow moving inventory. Representations regarding the quality and authenticity were made by the Company but have not been verified. The following assumptions were used to value each of these Inventory assets:

1. SEMG provided their estimate of wholesale value. They valued the entire Inventory at $10,389,046.

2. Retail pricing was obtained from nine different sources that carried similar or identical items. These included artrev.com, artshopnc.com, bigapplecard.com, cjrfinearts.com, ebay.com, goingprosports.com, grandstandsports.com, skylinepictures.com, and sportsmemorabilia.com.

3. Most of these sources guaranteed authenticity and provided certificates of authenticity or offered money back guarantees.

4. Many of these sources guaranteed best pricing.

5. Retail value was discounted to wholesale based on wholesale being 50% of retail. A review of markups in this industry indicated that the wholesale discount off retail was 45-50%.

6. Two of the largest valued items by SEMG could not be verified due to the limitation on the details and description of the inventory. This included the 5,000 piece "Assorted Walt Disney animation cells" valued at $950,000 and the 3,200 piece "Dr. Ferdie Pacheco signed artworks - assorted prints" valued at $400,000.


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7. We found significant variances in value on 13 items that accounted for 93% of the variance between the SEMG value and our valuation. This included 750 pieces of "Leroy Neiman fight designed poster of the Larry Holmes vs. Ernie Shavers fight at Ceasars Las Vegas 1979 signed by all three" (variance in value of $731,250) and 1,839 pieces of "8x10 autographed photo of Muhammad Ali" (variance in value of $617,705).

8. On the 12,163 items, approximately half the inventory, that DSE was able to find comparable retail pricing, the fair value variance was nearly 58% lower than SEMG value. We applied the same discount to the full inventory as summarized in the following table:

9. In cases where our wholesale estimates exceeded SEMG estimates, SEMG estimates were used.

The following table shows our estimated fair market wholesale value of the Assets prior to any adjustment for un-priced items:

Adjustment for unpriced assets:Items Priced at Retail 12,163 SEMG Wholesale Price 7,261,452 DSE Wholesale Price 4,224,908 Variance (3,036,544) Percent of SEMG Wholesale 42%


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Item Description Category Count Unit Wholesale

FMV

Total Wholesale

FMVArtwork Sid Maurer Artist enhanced canvas of Joe Dimaggio signed by artist and Mantle cut baseball 2 2,200.00 4,400 Artwork Sid Maurer Artist enhanced canvas of Mickey Mantle signed by artist and Mantle cut baseball 10 2,200.00 22,000 Artwork Artist Malcolm Farley giclees of Johnny Damon signed by both baseball 37 680.00 25,160 Artwork Malcolm Farley giclee of Mickey Mantle signed by Farley baseball 52 500.00 26,000 Artwork Carlo Beninati Signed Lithograph of Alex Rodriquez signed by both baseball 250 900.00 225,000 Artwork Malcolm Farley giclee of Shaquille Oneal On Miami Heat signed by both basketball 46 900.00 41,400 Artwork Dr. Ferdie Pacheco signed artworks assorted prints boxing 3,200 125.00 400,000 Artwork Doug London unsigned canvas artwork of Muhammad Ali boxing 1,000 280.00 280,000 Artwork Doug London Canvas artwork of Joe Frazier signed by both boxing 250 638.75 159,688 Artwork Carlo Beninati canvas artwork of Mark Martin signed by both car racing 400 437.50 175,000 Artwork Carlo Beninati lithograph artwork of Mark Martin signed by both car racing 1,000 380.00 380,000 Artwork Karen Oneal Canvas artwork signed by entire sopranos cast entertainment 10 2,800.00 28,000 Artwork Carlo Beninati canvas artwork of Joe Montana signed by both football 292 320.00 93,440 Artwork Artist Doug London's set of 4 lithos plus cover of Jack Nicklaus 4 major wins all 5 pieces signed by

Jack Nicklaus and Doug Londongolf

25 3,000.00 75,000 Artwork Artist Doug London's Arnold Palmer kings final wave litho signed by Arnold Palmer & Doug London golf

25 600.00 15,000 Artwork Artist Doug London's silver cup litho of Jack Nicklaus signed by Jack Nicklaus & Doug London golf 40 650.00 26,000 Artwork Viktor Shvaiko Afternoon rendezvous canvas 22x30 unstreched misc 206 645.00 132,870 Artwork Viktor Shvaiko Lyon De Lyon canvas 30x50 unstreched misc 138 650.00 89,700 Artwork Viktor Shvaiko La Dolce Vita canvas 34x21 streched misc 150 800.00 120,000 Artwork Viktor Shvaiko La Noces De Jeanette canvas 32x48 unstreched misc 150 800.00 120,000 Artwork Sam Park Harbor at Portofino canvas 30x40 unstreched misc 7 875.00 6,125 Artwork Sam Park St. Paul canvas 30x40 unstreched misc 13 875.00 11,375 Artwork Sam Park Monmartre canvas 38x32 streched misc 25 875.00 21,875 Artwork Sam Park Nice canvas 30x40 unstreched misc 34 875.00 29,750 Artwork Sam Park St. Michele canvas 40x30 streched misc 3 897.50 2,693 Artwork Sam Park Savoi canvas 30x40 unstreched misc 223 898.75 200,421 Artwork Viktor Shvaiko April in Paris canvas 38x26 streched misc 10 900.00 9,000 Artwork Viktor Shvaiko LaPalette canvas 28x42 streched misc 48 935.00 44,880 Artwork Viktor Shvaiko Afternoon Shadows canvas 30x40 streched misc 90 935.00 84,150 Artwork Viktor Shvaiko Summer in Province canvas 30x44 unstreched misc 111 995.00 110,445 Artwork Sam Park Caen canvas 46x34 streched misc 3 997.50 2,993 Artwork Viktor Shvaiko Plaza De Correo canvas 30x50 streched misc 125 1,195.00 149,375 Balls 500 hr. club signed baseball by Mickey Mantlem Ted Williams, Harmon Killibrew, Hank Aaron, Mike

Schmidt, Reggie Jackson, Willie Mays, Eddie Mathews, Frank Robinson, Ernie Banks and Willie Mccovey

baseball

17 2,400.00 40,800 Balls Pete Rose signed baseball baseball 48 72.00 3,456 Balls Hank Aaron signed baseball baseball 24 185.00 4,440 Balls Willie Mays signed baseball baseball 12 202.83 2,434 Balls Joe Dimaggio signed baseball baseball 12 302.59 3,631 Balls Ted Williams signed baseball baseball 44 400.03 17,601 Balls Mickey Mantle signed Baseball baseball 12 550.00 6,600 Balls Peyton Manning signed baseball with 49 TD inscription football 56 149.00 8,344 Bat Alex Rodriquez signed Bat baseball 28 242.19 6,781 Bat Barry Bonds signed Bat baseball 10 452.82 4,528 Books Sam Park table top book artwoks 500 50.00 25,000 Books Maimon Table top art book artworks 250 25.00 6,250 Books Chicago Bulls championship table top book basketball 300 45.00 13,500 Books Michael Jordan table top book basketball 300 85.00 25,500 Boxing Glove Larry Holmes signed boxing glove boxing 250 98.00 24,500 Boxing Glove Jake LaMotta signed boxing glove boxing 40 85.00 3,400 Boxing Glove Joe Frazier signed boxing glove boxing 46 172.92 7,954 Cells Assorted Walt Disney animation cells Disney 5,000 190.00 950,000 Framed Set of 3 5x7 signed photo's of Mickey Mantel, Joe Dimaggio and Ted Williams baseball 45 1,100.00 49,500 Framed Yogi Berra signed baseball in shadowbox display baseball 11 117.06 1,288 Framed Mickey Mantel signed baseball in shadowbox display baseball 13 547.46 7,117 Framed Mickey Mantel & Ted Williams signed baseball in shadowbox display baseball 26 1,252.41 32,563 Framed Joe Dimaggio signed baseball in shadowbox display baseball 22 650.00 14,300 Framed John F. Kennedy Innaugeration day postcard facimile autograph politcal 32 165.00 5,280 Helmet Duke Snider signed batting helmet baseball 308 109.86 33,838 Helmet Pete Rose signed batting helmet baseball 190 90.00 17,100 Litho Jackie Robinson unsigned limited edition cooperstown collection litho with original film clip baseball 2,500 165.00 412,500 Mini Helmets Peyton Manning signed mini helmets football 36 159.08 5,727

Art To Go Inventory


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This wholesale estimate was then discounted. The items in which retail prices could not be determined were discounted based on the overall discount found on the verified items from the SEMG estimates as summarized in this table.

Inventory Recommended Value

In our opinion, the best estimated fair market values of the Inventory assets as of October 24, 2012 is: $4,344,419.

Our valuation was based on information and data provided by the Company and other relevant sources, and is subject to the attached Certification and Statement of Limiting Conditions. We did not independently investigate or otherwise verify the data provided and do not express an opinion or offer any other form of assurance regarding its accuracy or completeness. We understand that any information provided by the Company was based on historical experience and performance.

Item Description Category Count Unit Wholesale

FMV

Total Wholesale

FMVPhotos 11x14 autographed photo by Joe Dimaggio and Mickey Mantle baseball 29 780.00 22,620 Photos 3x5 autographed photo of Ted Williams baseball 140 260.00 36,400 Photos 3x5 autographed photo of Joe Dimaggio baseball 215 290.00 62,350 Photos 3x5 autographed photo of Mickey Mantle and Joe Dimaggio baseball 241 580.00 139,780 Photos 3x5 autographed photo of Mickey Mantle baseball 487 290.00 141,230 Photos 8x10 autographed photo by Ted Williams baseball 2,238 176.79 395,663 Photos 8x10 autographed photo by Sandy Koufax baseball 38 190.00 7,220 Photos 11x14 autographed photo by Ted Williams baseball 108 236.85 25,580 Photos 11x14 autographed photo by Joe Dimaggio baseball 12 274.60 3,295 Photos 8x10 autographed photo by Mickey Mantle baseball 1,508 340.00 512,720 Photos 8x10 autographed photo of Joe Dimaggio and Mickey Mantle baseball 488 462.24 225,573 Photos 11x14 autographed photo by Mickey Mantle baseball 177 360.00 63,720 Photos 8x10 autographed photo of Muhammad Ali boxing 1,869 149.50 279,416 Poster Ceasars boxing event poster of Tommy Hearns vs. Marvin Hagler signed by Tommy Hearns boxing 150 150.00 22,500 Poster Ceasars boxing event poster of Larry Holmes vs. Ken Norton signed by both boxing 178 360.00 64,080 Poster Leroy Neiman fight designed poster of the Larry Holmes vs. Ernie Shavers fight at Ceasars Las Vegas

1979 signed by all threeboxing

750 225.00 168,750

Total: 26,735 7,016,569

Art To Go Inventory

Collection Valued at Lower of DSE/SEMG estimates 7,016,569Adjustment for unpriced assets: (2,672,150) Full Collection Priced at same Discount: 4,344,419


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III. Consideration/Equity Value

Executive Summary

Given some of the concerns detailed above regarding these Assets, an alternative measure of value was performed. DSE performed a valuation of the consideration given in the exchange for the Art to Go Inventory. Effective as of October 24, 2012, Citadel EFT issued 4,000,000 shares of Preferred C stock to the sellers. Citadel has five classes of stock; common, Preferred A, Preferred B, Preferred C and Preferred D. Just prior to the Valuation date, the Company has the following shares outstanding:

The following summarizes the terms of the Series A, B, and C Preferred shares. There are no issued and outstanding shares of Preferred Series D. Series A Preferred Stock Each share of Series A Convertible Preferred Stock is 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 Each share of Series B Convertible Preferred Stock is not convertible. The holders of the Series B Convertible Preferred Stock will have two times the total of common shares issued and oustanding and preferred shares. The Series B Preferred Stock ranks on parity with the common stock with respect to distribution of assets. Series C Preferred Stock

The shares of Series C preferred stock have certain liquidation rights such that before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C

Date Common Shares Preferred A Preferred B

10/23/2012 223,324,960 51,000,000 1


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preferred stock, the holders of the Series C preferred stock shall be entitled to be paid out of the assets of the Company an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100,000, $0.997 per share, plus all declared but unpaid dividends, for each share of Series C preferred stock held by them. Each share of Series C preferred stock shall be convertible, into the number of shares of the Company’s common stock, par value $0.00001 per share, equal to the price of the Series C preferred stock, divided by the par value of the common stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”). Each share of Series C preferred stock shall have ten votes for any election or other vote placed before the shareholders of the Company. Shares of Series C preferred stock may not be converted into shares of common stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports. Anti-dilution provisions were provided for the Preferred C shareholders by limiting the Company to issuing any equity instruments only at fair value for the consideration received. Just prior to the Valuation Date, the Company's CEO Gary DeRoos held all the issued Series A Preferred, Series B Preferred and approximately 117,500,000 shares of the common stock. He held over 99% of the voting stock. In addition, he and his wife were the sole directors. The Company was effectively owned and controlled by Mr. DeRoos. Upon issuance of the 4,000,000 shares of Preferred C as consideration for the Art to Go Inventory, the capital structure changed as follows:

In order to value the 78.5% equity stake in the Company, DSE performed an Equity Valuation of the Company.

Date Common Shares Preferred A Preferred B Preferred C

Fully Diluted

Shares

Asset Holder -

Fully Diluted

Ownership

Voting

Control -

DeRoos

10/24/2012 223,324,960 51,000,000 1 4,000,000 1,274,324,960 78.5% 99.0%


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Valuation Approaches / Methods

The objective of this analysis is to estimate the Fair Market Enterprise/Equity Value of CDFT as of the Valuation Date. The techniques utilized to determine the stock value are divided into three general approaches, described below:

1. Income Approach selects an income level for the entity under analysis, usually based upon historical or current income that is reasonably reflective of the sustainable/recurring level of income that the entity may hope to obtain in future periods. Factors taken into consideration include prevalent return requirements as of the Valuation Date and risks attached to the industry in which the entity is engaged. This approach assumes that the income derived from the entity/assets, to a large extent, control its value.

2. Market Approach, arrives at an indication of value by using quoted market prices or by comparing the entity being valued to comparable publicly traded companies or comparable entities which have been recently acquired in arm’s-length transactions

3. Asset approach is generally considered to yield the minimum benchmark of value for an operating enterprise. For this approach, we measured the value of the shell entity as a public vehicle. The Asset approach was used even though it places significant value on the Company’s underlying assets rather than its income-producing potential.

CDFT is an operating and fully reporting public company. The company is generating revenue but has a history of operating losses. As such the specific methods used to estimate the value of the total business entity included:

1. The Income Approach Guideline Company methods compare the subject company to comparable business interests on a minority basis using the following methodologies – Discounted Market Multiples.

2. The Market Approach Guideline Company methods compare the subject company to comparable business interests on a minority basis using the following methodologies – Market Capitalization, Price to Revenue Multiples.

3. The Asset Approach Guideline Company methods compare the subject company to comparable business interests on a minority basis – Public Shell comparables and reverse merger listings.


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Valuation Description

To arrive at our conclusion of Fair Market Value, we performed the following procedures:

1. Collect/analyze the Company’s relevant historic and projected financial statements to determine realistic cash flows based on industry comparatives.

2. Developed risk-adjusted Capitalization and Discount Rates (for 5 year projections) to apply to the Company’s projected earnings.

3. Collected and analyzed market multiples from comparable companies within the same industry.

4. Applied Income, Market and Asset valuation approaches to determine an estimate of Enterprise Value. The following methods were applied under each approach:

i. Income Approach - Discounted Market Multiples and

ii. Market Approach - Discounted Market Multiples (Price to Earnings and Quoted market price) – future and current measures.

iii. CDFT has a history of small revenues and negative earnings. As such, it can be compared to a fully reporting public shell. As a public shell the specific methods used to estimate the value of the total business entity include: The Market Approach Guideline Company methods compare the subject company to comparable business interests on a minority basis – Public Shell comparables and reverse merger listings.

5. Weighted the valuation approaches to provide an estimate of Enterprise Value.


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Overview of the Company

Citadel EFT, Inc. is a fully reporting public corporation (OTCBB: CDFT). They have merchant-clients that use their terminals to process their credit card transaction. They make their money principally on “residuals”. Residuals are based off a pre-negotiated and contracted percentage rate for each transaction that their merchant-client incurs by its customers. Although they have standard contracts, the rates at which they have negotiated with each of their merchant-clients may vary slightly. The main challenges they face are continued competition from new entrants into the industry, and limiting their exposure to any erosion of their client base. Their industry has relatively low barriers to entry. They also must grow in order to cover their fixed costs. CDFT is a micro-cap stock with a history of losses and is thinly traded.

Capital Structure

CDFT has 1,000,000,000 authorized common shares, 100,000,000 authorized Series A Preferred shares, 10 authorized Series B Preferred shares, 30,000,000 authorized Series C shares, and 18 authorized Series D shares as of 9/30/12. In summary the outstanding shares as of the transaction date are:

1. 223,324,960 common shares of which Gary DeRoos holds approximately 117,000,000.

2. 51,000,000 Preferred A shares held by Gary DeRoos.

3. 1 Preferred B share held by Gary DeRoos.

4. 4,000,000 shares of Preferred C issued in the transaction.

Market Approach

The Company trades over-the-counter. It is thinly traded with a high volatility (over 350% as of the Valuation date). The Company also has a large bid-ask, typically 25-50% of it's stock price. Therefore, in measuring the market capitalization, we averaged the high and low prices for the dates in question, instead of using the closing price. As of 10/23/12, the company had 223,324,960 shares of common stock outstanding, 51,000,000 shares of Series A Preferred outstanding and 1 shares of Series B Preferred outstanding. Based on their conversion rates, the


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total fully diluted shares outstanding was 274,324,960 priced at an average of the high and low of $0.0055 provided a market capitalization of $1,508,787.

Market Multiples

In addition, we applied market multiples to the Company's performance to get indications of enterprise value. Since the company has EBITDA and earnings losses, we could only use the Price to Revenue multiple. The Market Multiple methods determines values by analyzing the stock prices of companies that are similar to the subject company and applying pricing multiples derived from the comparative companies to the subject company. In order to provide a meaningful comparison and to properly apply this method requires that the search for comparative companies results in the identification of companies that are similar to the Company.

Under this method, the value of a company is estimated by comparing the entity to similar businesses or “guideline” companies whose securities are actively traded in public markets. The companies we selected for this analysis consisted of Financial Services (SIC Code 6100), Information Services (SIC Code 8900), and Securities Brokerage (SIC Code 6210). The comparative companies were selected from Hoovers, Bloomberg, Valueline and EDGAR.

Valuation multiples (medians for all comparables – source Valueline) of the guideline companies used showed a EV/Sales multiple of 2.07.

Applying this multiple to the Company's 9/30/12 annual results yields an Enterprise value of $1,020,207. These methods were weighted 80/20 to arrive at an Market based estimate of enterprise value of $1,411,071.

Market Approach

Price to Revenue Multiple 20% 1,020,207 204,041

Market Cap 80% 1,508,787 1,207,030

Enterprise Value (Weighted Value) 1,411,071


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Income Approach

In the Discounted Market Multiples (“DMM”) method, the value of a company is estimated based on expected future economic benefits discounted to present value at a rate of return commensurate with the risk associated with the investment. We prepared projections and market multiples to determine terminal values of Revenue, Earnings and EBITDA (cash flow). Projected cash flows for the Company were discounted to present value using an estimated cost of capital, reflecting required rates of return for equity and debt investors.

The Present Value of the Company based on the Market Multiple method (based on 2017 measures), and is estimated to be the average of the multiples for the selected comparable group (discussed in the Market Multiples section). Projections yielded negative earnings and EBITDA as of 2017, so the price/revenue multiple was utilized.

Comparative/Guideline/Similar Company Method

The Comparative/Guideline/Similar Company method determines value by analyzing companies that are similar to the subject company and applying pricing multiples derived from the comparative companies to the subject company current measures. The same group of companies was utilized in this approach, yielding a 2.07 Price/Revenue multiple.

Overview of Projections

Financial performance was forecasted for the Company including revenue, expenses, and working capital requirements beginning 2013 through 2017.

1. Financial Assumptions. The assumptions used in the enterprise valuation are:

2. Revenue Growth Rates. growth rate is projected at 5.0%.

3. Operating Costs. Operating expenses are expected to increase at 3.0% per year. Expenses were normalized by eliminating owner stock compensation and expensing dividends as executive compensation.

4. Discount rate. A Weighted Average Cost of Capital (“WACC”) discount rate of 18.50% to calculate the present value of the discounted terminal value. This discount rate was selected based on: (i) 6.20% equity risk premium and beta of 1.09; (ii) 0.63% industry risk premium; (iii) 10.01 size risk and (iv) 2.55& risk free rate.

5. The 5 year projections show revenue growing to $629,771. EBITDA and earnings in 2017 are still negative.


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Discount / Capitalization Rates

When considering multiple future benefit streams, valuation theory demands the use of a discount rate which represents the total expected rate of return that is required given the level of risk inherent in the ownership interest. There are various methods that can be used to determine a company’s discount rate. When representative comparative company data exists, the discount rate frequently is determined from that comparative data through utilization of the Capital Asset Pricing Model (“CAPM”) method. Generally stated, these risk-adjusted rates reflect the expected rate of return attainable on alternative investment opportunities with comparable risk.

For purposes of this analysis, various risk rates applicable to projected earnings have been estimated. Generally stated, these risk-adjusted rates reflect the expected rate of return attainable on alternative investment opportunities with comparable risk.

In developing the Discount and Capitalization Rates to apply to the benefit stream of the Company many factors need to considered for discount cash flow methodologies. The two main factors are the time value of money and risk associated with the investment. In an emerging business, it is appropriate to consider the rate of return an investor expects for the level of risk involved. In valuing CDFT the following stages and investor expected rate of return for each stage were considered:

1st Stage – companies performing market studies, testing, prototypes, and perhaps manufacturing limited amounts of product. (Rate of Return from 40% to 60%)

2nd Stage – companies expanding where a viable product exists and a market has been established. (Rate of Return from 35% to 50%).

3rd Stage – rapid ramp up of sales and profit margins are acceptable, but internally generated cash is insufficient to meet expansion needs. (Rate of Returns 25% to 50%).

4th Stage – profitable and growing rapidly with much of the risk eliminated. (Rate of Return from 20% to 40%).

CDFT has limited revenue and negative earnings, which comprised the basis of the valuation. Consequently, we viewed CDFT as a 2nd stage or 3rd stage entity and that a discount rate in a range of 20% to 40% was appropriate to use in the valuation of the Company. The discount rate within this range was quantified using the following “Build-up” approach.

Cost of Equity – Discount Rate (“Build-up” approach)


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Use of the “build up” approach to determine CAPM is where a series of subjective risk premiums are added to a government bond to give an overall equity risk premium:

Ks = risk free rate + equity risk premium (systematic risk) + investment-specific risks (small size risk + liquidity risk…etc)

When added together, these risk factors provide an indication of the Discount Rate for the subject company. This Discount Rate represents the total return, in terms of cash flows and appreciation in value, which an investor would require in order to make an equity investment in the subject company. The CAPM was calculated as follows:

The structure of the CAPM method generates a discount that is designed to support Net Cash Flow as the primary benefit stream. Given the current risk factors in the market, economy and specific risk factors for the company, we included a 2.00% Economic Risk Premium and 2.00% Performance Risk Premium.

CAPM 10/24/2012

Rf = Risk free rate 20-Year U.S. Treasury Bond Yield 2.55%

ERpl = The expected equity risk premium (1926 to present) 6.20%

SSP = She expected non-beta adjusted small stock risk premium 10.01%

CR/ER/PR = Country/Economic/Projections Risk 4.00%

IRP = Industry risk premia 0.63%

FI-B = Full Information Beta for Market 1.09

New IRP 0.63%

Ke = Rf + (Rp) * B + Rs + R1 23.39%


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Weighted Average Cost of Capital

The discount rate utilized in our analysis of the Company represents an estimate of the Company’s Weighted Average Cost of Capital (“WACC”). The WACC measures the costs of debt and equity weighted by the percentage of debt and equity in a company’s estimated target capital structure. The WACC was computed as follows:

All capital sources - common stock, preferred stock, bonds and any other long-term debt - are included in a WACC calculation. Broadly speaking, a company’s assets are financed by either debt or equity. WACC is the average of the costs of these sources of financing, each of which is weighted by its respective use in the given situation. By taking a weighted average, we determine how much interest the company has to pay for every dollar it finances.

Risk Adjusted Cost of Capital

Based on employing the aforementioned CAPM and WACC formulas and an adjustment based on success rates over the 10 year period, we applied the discount rates of 18.50% to the Company projected revenues as of the Date of Valuation. This yielded an enterprise value of $296,617.

WACC 10/24/2012

Kd = Cost of debt (Industry Averages) 4.55%

t = Marginal corporate tax rate 30.00%

D% = Debt as a percentage of total capital (Industry Averages) 24.00%

Ke = Cost of equity 23.39%

E% = Equity as a percentage of total capital (Industry Averages) 76.00%

WACC = Kd * (1-t) * D% + Ke * E% 18.50%


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Asset Approach

CDFT has a history of small revenues and negative earnings. As such, it can be compared to a fully reporting public shell. To arrive at an enterprise fair value we used the Asset Approach of comparing the entity being valued to comparable publicly traded companies and comparable entities which have been recently offered or acquired in arm’s-length transactions. The fair values of the following methods were weighted in the enterprise valuation:

� Public Shells (market value)

� Public Shells (listing price)

Public Shells - Market Method

The Public Shells - Market method determines value by analyzing public shells as of the valuation date. The criteria used to select the public shells are firm values greater $200,000.

The median of the 201 firm values yields an Enterprise Values of $899,000 (rounded) as of the valuation dates. This number is adjusted based on current liabilities since it represents the public shell value on a debt fee basis.

Public Shells – Offer Price Method

The Public Shells – Offer Price method determines value by analyzing listings of public shells (source: King and Associates) as of the valuation date.

The median of the listings prices (cash and equity) yields an Enterprise Values of $1,027,000 (rounded) as of the valuation dates. This number is adjusted based on current liabilities since it represents the public shell value on a debt fee basis.

These methods were weighted 50% each to obtain an Asset based approach value estimate of $815,325.

Asset Approach

Public Shells 50% 751,325 375,663

Reverse Listings 50% 879,325 439,663

Enterprise Value (Weighted Value) 815,325


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Enterprise Valuation

The approaches were weighted 80% to the market comparables since the company is currently public, although thinly traded; 5% to the Discounted Market Multiples, and 15% to the Public Shell comparable firm valuations to arrive at an enterprise value for the Valuation Date.

The fair market value of the enterprise on a minority basis is largely dependent upon the value of the common stock on the date of valuation. The issue with this value is that the stock price for CDFT has been very volatile. The 1 year stock volatility as of 10/24/12 was over 350%, which is extremely high. Based on our analysis, the Enterprise Value as of 10/23/12 was estimated at $1,266,000.

Total Enterprise Value Weight 10/24/2012

Income Approach 5% 296,617

Market Approach 80% 1,411,071

Asset Approach 15% 815,325

Weighted Average Total Enterprise Value 1,265,987


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Consideration Value

The Company Fair Value as of 10/23/12 is the result of giving weighted attention to three valuation methodologies: the Income Approach; the Market Approach; and the Asset Approach. Based on this analysis as detailed in the attached report, we found the Company Fair Value on a minority basis to be $1,266,000 prior to the acquisition of the Inventory. Upon the acquisition, the Company Fair Value would increase by the assets acquired to a total of $5.61M. This would imply that the Preferred C value would be $4.4M. However, the Preferred C has a contractual 6-12 month restriction. In addition, based on the limited trading volume, the effective restriction is more like two to three years. A discount for lack of marketability (DLOM) was calculated based on both restricted stock studies and Pre-IPO/option-put models as detailed below. We utilized a 32.5% DLOM, bringing the value of the consideration paid down to $2,972,000.

Discount for Lack of Marketability (DLOM)

The most common valuation discount is the discount for lack of marketability (DLOM). Three general types of empirical studies provide evidence for the existence and magnitude of the DLOM. The first type, restricted stock studies, compares the trading prices of a company’s publicly held stock sold on the open market with those of unregistered or restricted shares of the same company sold in private transactions.

The second type is pre-IPO studies and Put option analysis. The studies examine the prices of transactions while the company was still private, compared to the eventual IPO price. Put analysis, estimates the hypothetical cost of locking-in a certain minimum price of a security using an “at the money” put option. Estimating this cost is done with the Black-Scholes model with a constant volatility and future equity value based on log-normally distributed.


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The restricted stock studies were weighted as follows:

The Pre-IPO/Bid-Ask/Option Analysis was weighted as follows:

Approach WeightEstimated Discount

FMV Restricted Stock Study - Benchmark wo/uncertainty

20.00% 21.30%

Quantitative DLOM - Financial Characteristics Comparison

20.00% 31.01%

Quantitative DLOM -Best Comparables Comparison 20.00% 28.57%

Restricted Stock Performance Analyis 20.00% 25.85%

Silber Restricted Stock Regression Method 20.00% 29.39%

Totals 100% 27.22%

Approach WeightEstimated Discount

Synthetic Bid-Ask Spread 14.29% 14.54%

Option Based approach 14.29% 43.10%

Finnerty - Option Put Valuation 14.29% 46.25%

Pre-IPO approach ( Emory DLOM expanded study) 14.29% 47.00%

Pre-IPO approach (WMA) 14.29% 48.00%

Pre-IPO approach (Valuation Advisors - all) 14.29% 56.10%

Pre-IPO approach (Valuation Advisors - based on comparibles)

14.29% 46.11%

Totals 100% 43.01%


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The following assumptions were used in this analysis:

� 24 month restriction � 125% volatility (based on 20 comparable companies with market caps under $20M) � 0.29% risk free rate

Because the Company is already public, we weighted the methods 2/3 to restricted stock studies and 1/3 Pre-IO/Bid-Ask/Option Analysis. This resulted in a 32.5% discount for lack of marketability.


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Summary of Consideration Valuation at 10/24/12:

The Preferred C Stock issued in the Asset Purchase was valued on a converted basis as of 10/24/12. The following inputs were used for the valuation of the Preferred C Stock:

- The Enterprise Equity valuation was $1,266,000 as of 10/23/12;

- The Assets acquired would increase the enterprise value by $4,344,419.

- A DLOM of 32.5% based on the conversion and liquidity restrictions and the volatility of the Company’s stock;

Based on these value indicators, our analysis of the fair value of the 4,000,000 shares of Series C Preferred Stock issued in the Asset Purchase Agreement on October 24, 2012 is a total of $2,972,000.


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IV. Recommendation of Value

Conclusion

Our recommendation for valuing the assets acquired on 10/24/12 is to value them at the fair value of the consideration received. The conversion value of the Preferred C and the inventory value are close in value ($4.3M vs. $4.4M). The Preferred C shares need to be discounted for lack of marketability. We conclude that the fair value to be assigned to the Inventory is $2,972,000 based on the fair value of the consideration paid.


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V. Work Product Summary

Work Product Summary

For purposes of this engagement and report, we utilized the fair value standard set forth by the Financial Accounting Standards Board ASC 820 – Fair Value Measurements and Disclosures (formerly ASC 820), defined as the amount at which the liability could be incurred in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The standard of value used in our valuation is Fair Market Value. Fair Market Value is the price, in terms of cash or equivalent, that a buyer could reasonably be expected to pay, and a seller could reasonably be expected to accept, if the business were exposed for sale on the open market for a reasonable period of time, with both buyer and seller being in possession of the pertinent facts and neither being under any compulsion to act.

There are a large number of factors to consider when estimating the value of tangible assets or when estimating the value of any business entity. These factors vary for each valuation depending on the unique circumstances of the business enterprise and general economic conditions that exist at the effective date of the valuation. However, fundamental guidelines of the factors to consider in any valuation have been established. The most commonly used valuation guidelines are derived from the Internal Revenue Service’s Revenue Ruling 59-60.

The approaches and methodologies used in our work are limited as referenced herein and did not comprise an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the fair presentation of financial statements or other financial information presented in accordance with generally accepted accounting principles. We express no opinion and accept no responsibility for the accuracy and completeness of the financial information or other data provided to us by others. We assumed that the financial and other information provided to us was accurate and complete, and we have relied upon this information in performing this engagement.

Our work product was conducted in accordance with the Uniform Standards of Professional Appraisal Practice (herein referenced as “USPAP”) as promulgated by The Appraisal Foundation. In accordance with the professional guidelines established by the American Society of Appraisers, (i) we are independent of the Company and none of the DSE Participants or partners who have worked on this engagement has any known or contemplated interest(s) in the Company, (ii) we have no current or contemplated interest in the matters that are the subject of


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our analysis and (iii) our fee is not subject to or influenced by the results of our analysis or the opinions expressed herein.

Sources of Information

In performing our work, we were provided with information, including but not limited to the following:

1. CDFT financial statements through 9/30/12;

2. CDFT Stock Issuances and Capital Structure;

3. SEC Filings;

4. CDFT Preferred Stock designations and amendments;

5. Management’s assumptions;

6. SEMG's Inventory list and estimates of wholesale value;

7. Quarterly and Annual Filings;

To aid us in our analysis of the Company, we consulted a number of publicly available sources of Information, numerous financial publications and databases were consulted including:

1. Hoovers, Value Line, Capital IQ and Bloomberg’s Business Statistics;

2. Business Valuation Resources;

3. Federal Reserve Statistical Release Resources;

4. 10 K Wizards Online Resources.

5. Ibbotson Associates’ 2012 Valuation Yearbook, and

6. Retail pricing from artrev.com, artshopnc.com, bigapplecard.com, cjrfinearts.com, ebay.com, goingprosports.com, grandstandsports.com, skylinepictures.com, and sportsmemorabilia.com.


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Statement of Limiting Conditions

The summary of our procedures is intended solely to provide an overview of our approach. For purposes of this engagement and report, we have made no investigation of, and assume no responsibility for, the titles to, or any liens against, the assets of the Company. We assumed there were no hidden or unexpected conditions associated with the Company that would adversely affect value. This valuation has been prepared pursuant to the following general assumptions and limiting conditions:

1. Nothing has come to our attention to cause us to believe that the facts and data set forth in this Report are not correct.

2. Provision of valuation recommendations and considerations of the issues described herein are areas of regular valuation practice for which we believe that we have, and hold ourselves out to the public as having, substantial knowledge and experience. The services provided are limited to such knowledge and experience and do not represent audit, advisory or tax-related services that may otherwise be provided by DSE. Notwithstanding this limitation, the advice contained herein was not intended or written by DSE to be used, and cannot be used, by the recipient or any other taxpayer for the purposes of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax laws.

3. No investigation of the title to the subject company and subject assets has been made, and the owner's claim to the subject company and subject assets is assumed to be valid. To the extent that DSE’s services include any analysis of assets, properties or business interests, DSE assumes no responsibility for matters of legal description or title, and DSE shall be entitled to make the following assumptions: (i) title is good and marketable, (ii) there exist no liens or encumbrances, (iii) there is full compliance with all applicable Federal, state, local and national regulations and laws (including, without limitation, usage, environmental, zoning and similar laws and/or regulations), and (iv) all required licenses, certificates of occupancy, consents, or legislative or administrative authority from any Federal, state, local, or national government, private entity or organization have been or can be obtained or renewed for any use on which DSE services are to be based.

4. This Report has been prepared solely for the purpose stated, and may not be used for any other purpose. The valuation analyses contained herein are valid only as of the indicated date and for the indicated purpose. Neither this Report nor any portions hereof may be copied or disseminated through advertising, public relations, news, sales, Securities and


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Exchange Commission disclosure documents or any other public (or private) media without the express prior written approval of DSE.

5. The recommendations of fair value contained herein are not intended to represent the values of the subject assets at any time other than the effective date that is specifically stated in this report. Changes in market conditions could result in recommendations of value substantially different than those presented at the stated effective date. We assume no responsibility for changes in market conditions or for the inability of the owner to locate a purchaser of the subject assets at the values stated herein.

6. No responsibility is assumed for information furnished by others, including management, and such information is believed to be reliable. We issue no warranty or other form of assurance regarding its accuracy.

7. In the course of our analysis, we were provided with written information, oral information, and/or data in electronic form, related to the structure, operation, and financial performance of the subject company and subject assets. We have relied upon this information in our analyses and in the preparation of this Report and have not independently verified its accuracy or completeness.

8. Certain historical financial data used in our valuation were derived from audited and/or unaudited financial statements and are the responsibility of management. The financial statements may include disclosures required by generally accepted accounting principles. We have not independently verified the accuracy or completeness of this data provided and do not express an opinion or offer any form of assurance regarding its accuracy or completeness.

9. The estimates of cash flow data included herein are solely for use in the valuation analysis and are not intended for use as forecasts or projections of future operations. We have not performed an examination or compilation of the accompanying cash flow data in accordance with standards prescribed by the American Institute of Certified Public Accountants, and, accordingly, do not express an opinion or offer any form of assurance on the accompanying cash flow data or their underlying assumptions. Furthermore, there will usually be differences between estimated and actual results because events and circumstances frequently do not occur as expected, and those differences may be material.

10. We assume no responsibility for any financial and tax reporting requirements, which are appropriately those of management. It is our understanding that management accepts responsibility for any financial statement and tax reporting issues with respect to the assets covered by our analysis, and for the ultimate use of our Report.

11. DSE is not required to furnish additional work or services, or to give testimony, or be in


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attendance in court with reference to the assets, properties, or business interest in question or to update any report, recommendation, analysis, conclusion or other document relating to its services for any events or circumstances unless arrangements acceptable to DSE have been separately agreed with the Company.

12. We assume responsible ownership and competent management with respect to the subject assets, properties, or business interests. We assume that there is full compliance with all applicable federal, state, and local regulations and laws unless noncompliance is stated, defined, and considered in the valuation report. We assume that all required licenses, certificates of occupancy, consents, or legislative or administrative authority from any local, state, or national government, private entity, or organization have been or can be obtained or renewed for any use on which the valuation opinions contained in this report are based.

13. Possession of this valuation opinion report, or a copy thereof, does not carry with it the right of publication or distribution to or use by any third party. It may not be used for any purpose by any person other than the party to whom it is addressed without our prior written consent. Use of this analysis by any third party is at the sole risk of that party who agrees to hold DSE harmless from any claims resulting from use by any third party. Access by any third party does not create privity between DSE and any third party.

Our valuation was based on information and financial data provided by the Company and other relevant sources, and is subject to the attached Certification and Statement of Limiting Conditions. We did not independently investigate or otherwise verify the data provided and do not express an opinion or offer any other form of assurance regarding its accuracy or completeness.

Our work product was conducted in accordance with the Uniform Standards of Professional Appraisal Practice (herein referenced as “USPAP”) as promulgated by The Appraisal Foundation. In accordance with the professional guidelines established by the American Society of Appraisers, (i) we are independent of the Company and none of the DSE Participants or partners who have worked on this engagement has any known or contemplated interest(s) in the Company, (ii) we have no current or contemplated interest in the matters that are the subject of our analysis and (iii) our fee is not subject to or influenced by the results of our analysis or the opinions expressed herein.

This report stating the significant assumptions made, the methodologies employed, and the conclusions reached are solely for the information of, and assistance to, the management of the Company, and are not to be referred to or distributed for any other purposes.


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If you have any questions, please call Phil Scott at (858) 350-4207. Sincerely,

Phil Scott, CFA DS Enterprises, Inc. 12707 High Bluff Drive, Suite 200

San Diego, CA 92130 [email protected]


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Appendix A

Summary Qualifications

Doty/Scott Enterprises, Inc. (DSE) provides independent, unbiased business and professional valuation services. Engagements have included valuations of public and private businesses and related securities, derivative financial instruments, and tangible and intangible assets following requests from auditors, attorneys, executive management, business development corporations, investment bankers and hedge funds. The valuations are required in many contexts including financial reporting, capital budgeting, merger and acquisition transactions, fairness opinions and investment analysis. Our expertise includes the following areas:

� Equity Incentive Stock Option Valuations – FASB ASC Topic 718 - Stock Compensation and ASC Subtopic 505-50 – Equity-Based Payments to Non-Employees (formerly FAS 123R)

� Derivative Valuations – FASB ASC 815 – Derivatives and Hedging (formerly FAS 133)

� Purchase Price Allocations – FASB ASC 805 – Business Combinations (formerly FAS 141)

� Goodwill Impairment Studies – FASB ASC 350 – Intangibles-Goodwill and Other (formerly FAS 142)

� Impairment Studies – FASB ASC 360 – Property, Plant, and Equipment (formerly FAS 144)

� Fair Market Valuations – FASB ASC 820 – Fair Value Measurements and Disclosures (formerly FAS 157)

� Business / Enterprise Valuations

� Fairness / Solvency Opinions

� Tangible/Intangible Assets and Intellectual Property Valuations

� Debt, Preferred and Common/Restricted Stock Valuations

� Net Asset Valuations (Funds, LP’s)


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Phil Scott, CFA Principal

Twenty Five years of financial, valuation, corporate advisory, merger and acquisition and restructuring experience. Mr. Scott is a Chartered Financial Analyst designee.

Education

Charter Financial Analyst, member FAASD since 1999 Master in Business Administration Degree in Finance, Summa Cum Laude, from University of

San Diego, San Diego, California BS Degree from California Institute of Technology, Pasadena, California

Professional Affiliations Member of the CFA Institute Member of the National Association of Certified Valuation Analysts

Positions Held Chief Financial Officer:

Savi Media Group, Inc. Quest Oil Corporation SurgiCare, Inc. Personal Stamp Exchange, Inc. The Camden Group, Inc.

Sr. V.P. of Development (M&A):

Heritage Provider Network, Inc. HealthCare Partners, L.P.

Managing Director (Investment Banking/Valuations):

Doty Scott Enterprises, Inc. Herrera Partners, L.P. Focus Enterprises, L.P.


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Appendix B

Asset Listing

Item Description Category Count

Artwork Sid Maurer Artist enhanced canvas of Joe Dimaggio signed by artist and Mantle cut baseball 2 Artwork Sid Maurer Artist enhanced canvas of Mickey Mantle signed by artist and Mantle cut baseball 10 Artwork Artist Malcolm Farley giclees of Johnny Damon signed by both baseball 37 Artwork Malcolm Farley giclee of Mickey Mantle signed by Farley baseball 52 Artwork Carlo Beninati Signed Lithograph of Alex Rodriquez signed by both baseball 250 Artwork Malcolm Farley giclee of Shaquille Oneal On Miami Heat signed by both basketball 46 Artwork Dr. Ferdie Pacheco signed artworks assorted prints boxing 3,200 Artwork Doug London unsigned canvas artwork of Muhammad Ali boxing 1,000 Artwork Doug London Canvas artwork of Joe Frazier signed by both boxing 250 Artwork Carlo Beninati canvas artwork of Mark Martin signed by both car racing 400 Artwork Carlo Beninati lithograph artwork of Mark Martin signed by both car racing 1,000 Artwork Karen Oneal Canvas artwork signed by entire sopranos cast entertainment 10Artwork Carlo Beninati canvas artwork of Joe Montana signed by both football 292 Artwork Artist Doug London's set of 4 lithos plus cover of Jack Nicklaus 4 major wins all 5 pieces signed by

Jack Nicklaus and Doug Londongolf

25 Artwork Artist Doug London's Arnold Palmer kings final wave litho signed by Arnold Palmer & Doug London golf

25 Artwork Artist Doug London's silver cup litho of Jack Nicklaus signed by Jack Nicklaus & Doug London golf 40 Artwork Viktor Shvaiko Afternoon rendezvous canvas 22x30 unstreched misc 206Artwork Viktor Shvaiko Lyon De Lyon canvas 30x50 unstreched misc 138Artwork Viktor Shvaiko La Dolce Vita canvas 34x21 streched misc 150Artwork Viktor Shvaiko La Noces De Jeanette canvas 32x48 unstreched misc 150Artwork Sam Park Harbor at Portofino canvas 30x40 unstreched misc 7Artwork Sam Park St. Paul canvas 30x40 unstreched misc 13Artwork Sam Park Monmartre canvas 38x32 streched misc 25Artwork Sam Park Nice canvas 30x40 unstreched misc 34Artwork Sam Park St. Michele canvas 40x30 streched misc 3Artwork Sam Park Savoi canvas 30x40 unstreched misc 223Artwork Viktor Shvaiko April in Paris canvas 38x26 streched misc 10Artwork Viktor Shvaiko LaPalette canvas 28x42 streched misc 48Artwork Viktor Shvaiko Afternoon Shadows canvas 30x40 streched misc 90Artwork Viktor Shvaiko Summer in Province canvas 30x44 unstreched misc 111Artwork Sam Park Caen canvas 46x34 streched misc 3Artwork Viktor Shvaiko Plaza De Correo canvas 30x50 streched misc 125Balls 500 hr. club signed baseball by Mickey Mantlem Ted Williams, Harmon Killibrew, Hank Aaron, Mike

Schmidt, Reggie Jackson, Willie Mays, Eddie Mathews, Frank Robinson, Ernie Banks and Willie Mccovey

baseball

17 Balls Pete Rose signed baseball baseball 48 Balls Hank Aaron signed baseball baseball 24 Balls Willie Mays signed baseball baseball 12 Balls Joe Dimaggio signed baseball baseball 12 Balls Ted Williams signed baseball baseball 44

Art To Go Inventory


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Item Description Category Count

Balls Mickey Mantle signed Baseball baseball 12 Balls Peyton Manning signed baseball with 49 TD inscription football 56 Bat Alex Rodriquez signed Bat baseball 28 Bat Barry Bonds signed Bat baseball 10 Books Sam Park table top book artwoks 500 Books Maimon Table top art book artworks 250 Books Chicago Bulls championship table top book basketball 300 Books Michael Jordan table top book basketball 300 Boxing Glove Larry Holmes signed boxing glove boxing 250 Boxing Glove Jake LaMotta signed boxing glove boxing 40 Boxing Glove Joe Frazier signed boxing glove boxing 46 Cells Assorted Walt Disney animation cells Disney 5,000 Framed Set of 3 5x7 signed photo's of Mickey Mantel, Joe Dimaggio and Ted Williams baseball 45 Framed Yogi Berra signed baseball in shadowbox display baseball 11 Framed Mickey Mantel signed baseball in shadowbox display baseball 13 Framed Mickey Mantel & Ted Williams signed baseball in shadowbox display baseball 26 Framed Joe Dimaggio signed baseball in shadowbox display baseball 22 Framed John F. Kennedy Innaugeration day postcard facimile autograph politcal 32 Helmet Duke Snider signed batting helmet baseball 308 Helmet Pete Rose signed batting helmet baseball 190 Litho Jackie Robinson unsigned limited edition cooperstown collection litho with original film clip baseball 2,500 Mini Helmets Peyton Manning signed mini helmets football 36 Photos 11x14 autographed photo by Joe Dimaggio and Mickey Mantle baseball 29Photos 3x5 autographed photo of Ted Williams baseball 140Photos 3x5 autographed photo of Joe Dimaggio baseball 215Photos 3x5 autographed photo of Mickey Mantle and Joe Dimaggio baseball 241Photos 3x5 autographed photo of Mickey Mantle baseball 487Photos 8x10 autographed photo by Ted Williams baseball 2,238Photos 8x10 autographed photo by Sandy Koufax baseball 38Photos 11x14 autographed photo by Ted Williams baseball 108 Photos 11x14 autographed photo by Joe Dimaggio baseball 12Photos 8x10 autographed photo by Mickey Mantle baseball 1,508Photos 8x10 autographed photo of Joe Dimaggio and Mickey Mantle baseball 488Photos 11x14 autographed photo by Mickey Mantle baseball 177Photos 8x10 autographed photo of Muhammad Ali boxing 1,869Poster Ceasars boxing event poster of Tommy Hearns vs. Marvin Hagler signed by Tommy Hearns boxing 150 Poster Ceasars boxing event poster of Larry Holmes vs. Ken Norton signed by both boxing 178 Poster Leroy Neiman fight designed poster of the Larry Holmes vs. Ernie Shavers fight at Ceasars Las Vegas

1979 signed by all threeboxing

750

Total: 26,735

Art To Go Inventory

Citadel Assets Valuation Report

Documents

Transcript of Citadel Assets Valuation Report