8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K/A

Amendment No. 1

CURRENT REPORT

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

Date of Report (Date of earliest event reported) March 2, 2011

CITADEL EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-164850	27-1550482
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

501 West Broadway, Suite A-323, San Diego, CA	92101
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (530) 871-1484

Copies of Communications to:

Stoecklein Law Group

Emerald Plaza

402 West Broadway, Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-0556

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

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

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

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

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

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*EXPLANATORY NOTE – Following the initial filing of this Form 8-K, the Registrant discovered that the EDGAR filer inadvertently marked the wrong 8-K Item numbers. Additionally, the Registrant discovered a miscalculation in the number of issued and outstanding shares post forward split and also errors to the exhibits. The Registrant is amending this Form 8-K to include the correct number of shares outstanding post forward split, attach corrected exhibits and mark the correct 8-K Item numbers. No other disclosures were changed as a result of the errors.

Section 5 – Corporate Governance and Management

Item 5.03 Amendment to Articles of Incorporation or Bylaws.

On March 2, 2011, the Registrant changed its name from Subprime Advantage, Inc. to Citadel Exploration, Inc. The name change occurred as a result of a majority of the stockholders executing a consent approving the Board of Directors recommendation to change the Registrant’s name. A copy of the Certificate of Amendment is attached hereto as Exhibit 3(i)(b).

Section 8 – Other Events

Item 8.01 Other Events.

On March 2, 2011, the Board of Directors of the Registrant resolved to effect an twelve (12) to one (1) forward split of the Registrant’s common stock outstanding as of March 22, 2011, the record date. The number of shares of common stock issued and outstanding prior to the forward split is

1,158,000. Immediately after the forward split, the number of shares issued and outstanding will increase to 13,896,000. The forward split of the Registrant’s issued and outstanding common shares is payable upon surrender of outstanding common stock certificates to the Registrant’s transfer agent. A copy of the Certificate of Change is attached hereto as Exhibit 3(i)(c).

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
3(i)(b)	Certificate of Amendment – Dated March 2, 2011
3(i)(c)	Certificate of Change – Dated March 2, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

SUBPRIME ADVANTAGE, INC.

By: /S/ Molly Country

Molly Country, Chief Executive Officer

Date: March 9, 2011

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EX-3.(I)(B)

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20110161860-56
Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)		Filing Date and Time 03/02/2011 3:50 PM
		Entity Number EO647112009-7

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

1.   Name of corporation:

SUBPRIME ADVANTAGE, INC.

2.   The articles have been amended as follows:

ARTICLE I:

The exact name of this Corporation is: CITADEL EXPLORATION, INC.

3.   The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Fifty-seven percent (57%)

4.   Effective date of filing: (optional)                                                                                                                                     

5.   Signature: (required)

X /s/ Molly Country                                                                           

Signature of Officer

*If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

EX-3.(I)(C)

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20110161861-67
Certificate of Change Pursuant to NRS 78.209		Filing Date and Time 03/02/2011 3:50 PM
		Entity Number EO647112009-7

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1.   Name of corporation:

CITADEL EXPLORATION, INC.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

100,000,000 at par value $0.001

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

100,000,000 at par value of $0.001

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

12 shares of Common Stock for every 1 share of issued and outstanding shares of Common Stock.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares, if any, will be rounded up to the next whole share

7. Effective date of filing: (optional)                                                                                                                                

(must not be later than 90 days after the certificate is filed)

 8. Signature: (required)

X /S/Molly Country	President
Signature of Officer	Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.