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

FORM 10-Q
(Mark One)

x          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended September 30, 2010

OR

o          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ______________to _______________.

Commission File Number 333-161795 
 
FOREX INTERNATIONAL TRADING CORP.
(Exact name of small business issuer as specified in its charter)
 
Nevada 
27-0603137
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)
 
1061 ½ N Spaulding Ave., West Hollywood, California 90046
(Address of principal executive offices)
 
323-822-1750
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o   
Accelerated filer o
Smaller reporting company   x
Non-accelerated filer  o (Do not check if a smaller reporting company)  
   
                                                                                        
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No x

The number of shares of the Registrant’s Common Stock outstanding as of October 25, 2010 was 104,120,000.
 


 
 
1

 

 

FORM 10-Q
INDEX

 
Page
   
PART I: FINANCIAL INFORMATION
3
   
ITEM 1. FINANCIAL STATEMENTS
4
   
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
19
   
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
22
   
ITEM 4. CONTROLS AND PROCEDURES
22
   
ITEM 4T. CONTROLS AND PROCEDURES
22
   
PART II. OTHER INFORMATION
 
   
ITEM 1.  LEGAL PROCEEDINGS
23
   
ITEM 1A. RISK FACTORS
23
   
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
23
   
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
23
   
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
23
   
ITEM 5.  OTHER INFORMATION
24
   
ITEM 6. EXHIBITS
24
   
SIGNATURES
25
 
 
 
 

 
2

 
 

 
 

  PART 1: FINANCIAL STATEMENTS
FOREX INTERNATIONAL TRADING CORP.
 
Introductory Note

Caution Concerning Forward-Looking Statements

This Report and our other communications and statements may contain “forward-looking statements” including statements about our beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements, including when used in the negative. All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

·
our expectations regarding our expenses and revenue, if any;
·
our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing;
·
plans for future products, for enhancements of existing products and for development of new technologies;
·
our anticipated growth strategies;
·
existing and new customer relationships, if any;
·
our technology strengths;
·
our intellectual property, third-party intellectual property and claims related to infringement thereof;
·
anticipated trends and challenges in our business and the markets in which we operate; and
·
sources of new revenue, if any.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, the outcome of litigation, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission.  Forward-looking statements contained in this report speak only as of the date of this report.  Future events and actual results could differ materially from the forward-looking statements. You should read this report completely and with the understanding that actual future results may be materially different from what management expects. We will not update forward-looking statements even though its situation may change in the future.


 
 
3

 

 
PART 1  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
           
             
 
 
 
FOREX INTERNATIONAL TRADING CORP.
CONSOLIDATED UN-AUDITED BALANCE SHEET
 
 
   
                   
                   
ASSETS
                 
                   
                   
   
September 30, 2010
   
July 31, 2010
   
December 31, 2009
 
   
UN-AUDITED
   
AUDITED
   
UN-AUDITED
 
Current Assets
                 
Cash and cash equivalents
  $ 88,431     $ 85,893     $ 307  
Secured Note and Debt Discount
    461,047       453,025       -  
Prepaid Expenses and Accounts Receivable
    86,577       4,207       -  
                         
Total Current Assets
    636,054       543,125       307  
                         
                         
Fixed Asset
                       
Property and Equipment, Net
    54,773       55,124       -  
                         
Other Assets
    206,459       226,960       50,625  
                         
TOTAL ASSETS
  $ 897,287     $ 825,210     $ 50,932  
                         
                         
 LIABILITIES AND STOCKHOLDERS' EQUITY                    
                         
Current Liabilities
                       
Accounts payable and Accrued Liabilities
  $ 248,602     $ 154,412     $ 25,700  
                         
Total Current Liabilities
    248,602       154,412       25,700  
                         
Long term Liabilities
                       
Convertible Note & Accrued Interest
    511,507       503,151       -  
Rasel - Affiliated Party - Notes & Accrued Interest
    129,288       128,452       75,129  
                         
Total Long term Liabilities
    640,795       631,603       75,129  
                         
Commitments and Contingencies
    -       -       -  
                         
TOTAL LIABILITIES
  $ 889,396     $ 786,015     $ 100,829  
                         
Stockholders' Equity:
                       
Common Stock - $0.00001 par value - 400,000,000
                 
shares authorized, 104,120,000 issued and
                 
    outstanding as of 7/31/10
  $ 1,041     $ 1,041     $ 800  
                         
Additional Paid-In Capital
  $ 240,959     $ 240,959     $ -  
                         
(Deficit)
    (234,109 )     (202,804 )     (50,697 )
                         
TOTAL STOCKHOLDERS EQUITY
  $ 7,891     $ 39,196     $ (49,897 )
                         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 897,287     $ 825,211     $ 50,932  
                         
                         

The accompanying notes are an integral part of these financial statements.


 
 
4

 
 
FOREX INTERNATIONAL TRADING CORP.
CONSOLIDATED UN-AUDITED STATEMENT OF OPERATIONS
 
                   
                   
Consulting & Services
 
Nine Months Period Ended
   
Three Months Period Ended
   
Year Ended*)
 
   
September 30, 2010
   
September 30, 2010
   
July 31, 2010
 
   
UN-AUDITED
   
UN-AUDITED
   
AUDITED
 
Revenue
                 
Net gain from foreign currency future operations
  $ 127,740     $ 98,168     $ 39,416  
Consulting & Services
    5,000       5,000       29,500  
                         
Gross Profit
    132,740       103,168       68,916  
                         
Operating Expenses
                       
Salaries
    130,958       47,979       100,094  
Rent & Office
    22,758       17,980       13,229  
Professional & Filling Fees
    47,568       43,534       99,504  
Depreciation & Amortization
    39,512       39,512       6,178  
Travel
    24,214       11,892       13,745  
Other Expenses
    14,081       12,816       3,563  
Total Operating Expenses
  $ 279,092     $ 173,714     $ 236,313  
                         
Net (Loss) from Operations
    (146,352 )     (70,546 )     (167,397 )
                         
Financing Expenses
                       
  Interest Income     13,035       11,095       3,025  
  Finance Charges     (50,096 )     (10,250 )     (40,932 )
Total Financing (Expenses) Income
  $ (37,061 )   $ 845     $ (37,907 )
                         
Net (Loss) before Taxes
  $ (183,413 )   $ (69,701 )   $ (205,304 )
                         
Income Taxes
    -       -       -  
                         
Net (Loss) after Taxes
  $ (183,413 )   $ (69,701 )   $ (205,304 )
                         
Weighted average number of common shares outstanding
         
Basic
    104,120,000       104,120,000       104,120,000  
Diluted
    106,620,000       106,620,000       106,620,000  
                         
Net Loss per share - basic
  $ 0.0017616     $ 0.0006694     $ 0.0019718  
Net Loss per share - fully diluted
  $ 0.0017202     $ 0.0006537     $ 0.0019256  
                         
 
 
The accompanying notes are an integral part of these financial statements.
 
 
*) For the entire physical year (August 1, 2009 to July 31, 2010) before changing the year end to December
 
 
 
 
5

 
 
FOREX INTERNATIONAL TRADING CORP.
CONSOLIDATED UN-AUDITED CHANGES IN STOCKHOLDERS' EQUITY
 
 
       
       
                               
                               
         
Common
   
Additional
   
Retained
       
   
Shares
   
Stock
   
Paid In Capital
   
Earning (Deficit)
   
Total
 
                               
Balance at July 22, 2009
    -     $ -     $ -     $ -     $ -  
                                         
Stocks Issued
    80,000,000       800       -       -       800  
                                         
Net Profit
    -       -       -       2,500       2,500  
Balance at July 31, 2009 - Audited RESTATED 9/2/10
    80,000,000     $ 800     $ -     $ 2,500     $ 3,300  
                                         
Net Loss - Transition Period:
                                       
August 2009 to December 2009
                            (53,197 )     (53,197 )
                                         
Balance at December 31, 2009 - Un-Audited
    80,000,000     $ 800     $ -     $ (50,697 )   $ (49,897 )
                                         
Net Loss - Transition Period:
                                       
January 2010 to September 2010
                            (183,413 )     (183,413 )
Stocks Issuing
    20,000,000       200       199,800               200,000  
Restricted Shares Issuing
    4,120,000       41       41,159               41,200  
Balance at September 30, 2010 - Un-Audited
    104,120,000     $ 1,041     $ 240,959     $ (234,109 )   $ 7,891  
                                         
                                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
6

 
 
 
FOREX INTERNATIONAL TRADING CORP.
CONSOLIDATED UN-AUDITED STATEMENT OF CASH FLOWS
 
 
 
             
             
   
Nine Months Period Ended
   
Year Ended
 
   
September 30, 2010
   
July 31, 2010*)
 
   
UN-AUDITED
   
AUDITED
 
Cash Flows From Operating Activities
           
Net (loss)
  $ (183,413 )   $ (205,304 )
                 
Adjustments to reconcile net income (loss) to
         
net cash (used) provided by operating activities:
         
                 
Depreciation & Amortization
    39,512       6,178  
(Increase) in Accounts Receivable
    (86,577 )     793  
Increase in Accounts Payable and Accrued Expenses
    222,902       101,287  
                 
Net cash (used) by operating activities
    (7,576 )     (97,046 )
                 
Cash Flows from Investing Activities
               
Purchase of fixed assets
    (20,097 )     (17,420 )
Leasehold improvements
    (40,732 )     (40,732 )
                 
Net cash invested in investing activities
    (60,829 )     (58,152 )
                 
Cash Flows From Financing Activities
               
Issuance of Common Stock
    241,200       241,200  
Issuance of Notes to Affiliated Party
    54,159       128,452  
Issuance of Convertible Notes to Third Party, Including Accrued Interest
    511,507       503,151  
Investment in Secured Note, Including Accrued Interest
    (411,047 )     (403,025 )
Investment in Debt Discount
    (100,000 )     (100,000 )
Investment in Ghana Project
    (33,932 )     (24,128 )
Investment in Licensing and Websites
    (105,359 )     (105,359 )
                 
Net cash from financing activities
    156,528       240,291  
                 
Net Increase in cash and cash equivalents
    88,124       85,093  
                 
Cash and cash equivalents, Beginning of Period
    307       800  
                 
Cash and cash equivalents, End of Period
  $ 88,431     $ 85,893  
                 
                 
Non-cash transactions - Accrued interest on notes receivable
  $ 11,047     $ 3,025  
Non-cash transactions - Accrued interest on notes payable
  $ 15,666     $ 6,603  
Non-cash transactions - Issuing of Convertible Note
  $ 500,000     $ 500,000  
Non-cash transactions - Receiving of Secured Note
  $ 400,000     $ 400,000  
Non-cash transactions - Issuing of Restricted Shares
  $ 41,200     $ 41,200  
                 
 
 
 
 
The accompanying notes are an integral part of these financial statements.
 
*) For the entire physical year (August 1, 2009 to July 31, 2010) before changing the year end to December
 
 
 
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FOREX INTERNATIONAL TRADING CORP.
SEPTEMBER 30, 2010
NOTES TO CONSOLIDATED UN-AUDITED
FINANCIAL STATEMENTS


NOTE 1
History and Organization of the Company
Forex International Trading Corp. and its fully owned subsidiary (“FXIT”, or “The Company”), a Nevada corporation, is principally engaged in offering foreign currency market trading to professionals and retail clients over its web-based trading system. On March 24, 2010 the Company incorporate fully owned subsidiary in the State of Israel under the name: FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514424985 (“Forex Sub”). To date Forex Sub did not commence any operations other than accept per the Company instructions into its bank account proceeds from investors as the Company agent or long arm.

Shares in FXIT listed for trading on the Over the Counter Bulletin Board listings. (OTCBB: FXIT). The Company’s headquarters and operational offices are located in West Hollywood, California.

The Company was incorporated on July 22, 2009 (Date of Inception) as a development stage company under the laws of the State of Nevada as “Forex International Trading Corp.” and is engaged in any lawful activity. On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which was dated April 12, 2010 whereby the Company licensed Triple 8’s proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”).  Triple 8 created a website for the Company under the domain www.4xint.com which is blocked for US clients. The Company maintains a corporate website under the domain www.forex-international-trading.com

NOTE 2
Summary of Significant Accounting Policies

Interim Financial Information
The Company prepared the accompanying financial statements without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles may have been shortened or omitted as allowed by such rules and regulations. Management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments that, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction and the needed adjustments (see below Year End Change) with the audited financial statements at July 31, 2010 included in the Annual Report on Form 10-K and the associated amendments for the year then ended.  The results of operations for the periods presented are not necessarily indicative of the results we expect for the full year.
 
 
 
 
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Year End (Upon Commencing and Change)
Upon commencing the Company, it has elected to operate on a Fiscal Accounting Year and Fiscal Tax Year ending on July 31st. The Board of Directors of the Company has approved a change in the Company's fiscal year from July 31 to December 31. This change will be effective for the current fiscal year ending December 31, 2010. Consequently the Company’s current fiscal year will end on December 31, 2010 instead of July 31, 2011. As such the Company filling in this report the nine and three months periods ended on September 2010.

This change in the fiscal year end will have no material effect on the financial position of the Company and its consolidated subsidiary, and the results of their operations and their cash flows for either fiscal year 2010 or fiscal year 2011.

Basis of consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary and all variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. Control is determined based on ownership rights or, when applicable, whether the Company is considered the primary beneficiary of a variable interest entity

Marketable securities
The Company determines the appropriate classification of all marketable securities as held-to-maturity, available-for-sale or trading at the time of purchase, and re-evaluates such classification as of each balance sheet date. The Company assesses whether temporary or other-than-temporary gains or losses on its marketable securities have occurred due to increases or declines in fair value or other market conditions. The Company had marketable securities within continuing operations during the year, which have been sold in the market.

Cash and Cash Equivalents
The Company maintains a cash balance in a non-interest bearing account that currently does not exceed federally insured limits. For purposes of financial statement presentation, the Company considers all highly liquid instruments with a maturity of three months or less to be cash.

Revenue Recognition
The Company uses the accrual basis of accounting for all transactions. The Company recognized revenue and gains when earned and related costs of sales and expenses when incurred.

Fixed and other Assets
Fixed assets are stated at cost, less accumulated depreciation.  Office furniture and equipment are depreciated using the straight-line method over seven years.  Computer equipment and software are depreciated using the straight-line method over three years.  Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life or the life of the lease (three years).

Costs of software licensing acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized.  Software Services was placed in service on May 2010, the costs are amortized over the estimated useful life – two years.
 
 
 
 
9

 
 

 
Costs of Debt Discount are amortized over the life of the note that was discounted – two years.

Variable Interest Entities
The Company is required to consolidate variable interest entities (“VIE's”), where it is the entity’s primary beneficiary. VIE's are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE.  For the period ended September 30, 2010, the balance sheets and results of operations of FOREX INTERNATIONAL TRADING CORP M.S. LTD, our wholly owned subsidiary, which is not active in operation and serving as our agent or long arm, is consolidated into these financial statements.

Loss per Share
Net loss per share is provided in accordance with ASC Codification Topic 260 Section S99-1 and Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Other than convertible notes (of which the Company took into consideration when calculate losses per share based on fully diluted basis), the Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2010 and as of July 31, 2009.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Foreign currency translation
The Company considers the United States Dollar (“US Dollar” or "$") to be the functional currency of the Company and its subsidiary. The reporting currency of the Company is the US Dollar and accordingly, all amounts included in the consolidated financial statements have been presented or translated into US Dollars. For non-US subsidiary that do not utilize the US Dollar as its functional currency, assets and liabilities are translated to US Dollars at period-end exchange rates, and income and expense items are translated at weighted-average rates of exchange prevailing during the period. Translation adjustments are recorded in “Accumulated other comprehensive income” within stockholders’ equity. Foreign currency transaction gains and losses are included in the consolidated results of operations for the periods presented.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2010.   The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.   These financial instruments include cash and accounts payable.  Fair values are assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximated fair values or they are payable on demand.
 
 
 
 
10

 

 
Segment reporting
The Company follows Statement of ASC Codification Topic 220 and Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”.  The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Dividends
The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.

Recent pronouncements
In May 2008, FAS No. 163, “Accounting for Financial Guarantee Insurance Contracts”, and SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, were issued. In March 2008, FAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 was issued.

The Financial Accounting Standards Board (FASB) issued Statement No. 168 – become effective on July 1, 2009 – The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which makes the Accounting Standards Codification (ASC) the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The adoption of ASC Topic 105 did not have a material impact on the Company’s financial position, cash flows or result of operations. Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on the Company’s operations or financial position.

Stock-Based Compensation
The Company accounts for stock-based awards to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations and has adopted the disclosure only alternative of ASC Codification Topic 220 and SFAS No. 123, “Accounting for Stock-Based Compensation”. Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Codification Topic 220 and SFAS No. 123.

Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.   The future of the Company is dependent upon its ability to generate revenues and upon future profitable operations from the development of its new business opportunities.   The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 3
Short Term Secured Note & Accrued Interest

On July 8, 2010, the Company issued a Convertible Promissory Note to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”).  In consideration for the Company issuing the ATL Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”). Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.    No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on foreign Stock Exchanges with an approximate market value acceding $400,000 to the date of this filling (the “ATL Collateral”).  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.

Per the issuing and receiving the notes, the Company recognizes a debt discount for the difference in the face value of the notes - $100,000. Said Note Discount will be amortized over the life of the Company note – two years. The current portion of Note Discount was presented as current assets, while the remaining long term balance was presented as other asset.




 
11

 


 
NOTE 4
Property and Equipment, Net

Consist as the following:

As of September 30, 2010 (Un-Audited):

Description
 
Useful Life
   
Cost
   
Depreciation
   
Net
 
   
(years)
    $    
Amortization
    $  
Computers and Equipment
    3       11,025       1,225       9,800  
Furniture
    7       9,072       305       8,767  
Leasehold Improvements
    3       40,732       4,526       36,206  
Total
            60,829       6,055       54,773  

As of July 31, 2010 (Audited):

Description
 
Useful Life
   
Cost
   
Depreciation
   
Net
 
   
(years)
    $    
Amortization
    $  
Computers and Equipment
    3       11,025       613       10,413  
Furniture
    7       6,395       152       6,243  
Leasehold Improvements
    3       40,732       2,263       38,469  
Total
            58,152       3,028       55,124  


NOTE 5
Other Assets:

Gold Project JV
The Company entered into a joint venture with a third party: EA Emerging Ventures Corp (“EA”) to obtain exploring and exporting gold license from the Republic of Ghana. EA is the controlling party of EMERGING VENTURES (GHANA) LIMITE, which was incorporated in the Republic of Ghana on August 5, 2010 with Company Number: TIN-824V066622 (“EVG”). The Company will utilize its contact, know-how and expertise, trying to obtain JV the desire licensing. Per the understanding with EA, the Company will not be the beneficial owner of the Ghana subsidiary, and/or will not participate in the actual exploring costs. The Company role is designated to administrative and obtaining the license, and in return will be the sole distributer of potential gold designated for export and sales.

 
 
 
 
12

 
 
 
On September 29, 2010 EA notify the Company that it obtained A Preliminary Alluvial Gold Deposit Investigations (“The Prelim report”) that conduct by EVG during September 2010 by certified senior geologist from Accra, Ghana. The Prelim Report presents the results of three-day preliminary investigation carried out along the Ankobra River on Pionieer Projects & Services Limited concession at Wassa Adumako in the Amenfi East District of Western Region of Ghana. The main objective of the geological investigation was to conduct scout prospecting to establish the alluvial gold mineralization potential of the Wassa Adumako concession for EVG which will form the basis for its investment decision in the acquisition of the concession. Twelve samples from auger drill holes were submitted to SGS Laboratory Services GH. Ltd, for gold and silver assay. The results of the present scout prospecting indicates that the drilled holes which was carried out randomly along the Ankobra River which has an average alluvial plain of over 100m wide, average gravel and overburden thickness of 1.12 meters and 4.26 meters respectively with average gravel section gold grade of 0.63gAu/m3 is quite promising for an economical mechanized operations. As such EVG decided to carry out further detailed systematic exploration work for quantitative assessment of the available gold on the concession.
 
Costs associated with the JV project acquired along with payroll costs and consulting fees relating to the development of the EA JV, including that used to provide minimal equipment solutions, are capitalized.  Once the EA JV is placed in service, the costs will be amortized over the estimated useful life.

Debt Discount on Convertible Note, Net
As disclosed on footnote 3, per the issuing and receiving the ATL Note, the Company recognizes a debt discount for the difference in the face value of the notes - $100,000. Said Note Discount will be amortized over the life of the Company note – two years. The current portion of Note Discount was presented as current assets, while the remaining long term balance was presented as other asset.

White Label License & Websites, Net
On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which was dated April 12, 2010 whereby the Company will license Triple 8’s proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”).  Triple 8 created a website for the Company, which was funded by the Company at a cost of $50,000 (the “Setup Fee”).  Upon the Company and Triple 8 generating $100,000 in revenue under the agreement, the Company will be reimbursed 50% of the Setup Fee ($25,000).  The Company will receive 30% of the net profit generated from End Users, which will be increased to 50% in the event that the monthly volume generated by the Company is in excess of $250 million. Said agreement with Triple 8 is considered by the Company as a mid-term-solution and in order to examine the system closely, the Company evaluate the platforms capabilities and flexibility to create a custom trading platform for the Company’s FUTURE clients.  While the Company is developing its own custom software platform, it began operating said affiliate program with Triple 8 Limited’s existing trading platform. The custom platform will be designed to help clients evaluate risk not only on a per trade basis, but also from a portfolio perspective.  The Company will then add additional features to their platform such as: (i) Easy deposit and withdrawal or funds transfers between existing banking/investment accounts; (ii) Total portfolio integration of client’s currency accounts with other investment accounts; and (iii) Detailed real time calculations of profits and losses, among others. As disclosed before, costs of software acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized.  As the Company treating said agreement as a midterm evaluation tool, and as Software Services were placed in service on May 2010, the costs are amortized over the estimated useful life – two years.

Total Other Assets as presented in the Balance Sheet, consist as the following:

Description
 
30-Sep-10
   
31-Jul-10
 
   
Un-Audited
   
Audited
 
          $  
Capitalization Of Offering Costs
    50,625       50,625  
Ghana Gold Project JV
    33,932       24,127  
Debt Discount on Convertible Note, Net
    38,493       46,849  
White Label License & Websites, Net
    83,409       105,359  
Total
    206,459       226,960  
 
 
 
 
 
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NOTE 6
Accounts Payable
As of September 30, 2010 the Company owes $248,602 to other trades, including $2,881 to the Company Chairman and $197,427 to Glendon Advisors -controlled by a third party, which partner with the Company’s chairman on other un-related businesses.

As of July 31, 2010 the Company owes $10,584 to Triple 8 Limited, in connection
with Software Licensing Agreement and the amount of $143,828 to other trades, including $4,881 to the Company Chairman and $115,924 to Glendon Advisors -controlled by a third party, which partner with the Company’s chairman on other un-related businesses.
 
NOTE 7
Income taxes
Deferred income tax assets and liabilities are computed annually for the differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable on the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Since inception to September 30, 2010, there was no Income Tax Expense.

The provisions for income taxes differ from the amount computed by applying the statutory federal income tax rate to Income before provision for income taxes. The source and tax effects of the differences are as follows:
 
U.S. federal statutory rate
34.00 %
     
 
       
Valuation reserve
34.00 %
     
 
       
Total
0.00 %
     

As of September 30, 2010, the Company has a net operating loss carry forward of approximately $234,109 for tax purposes, which will be available to offset future taxable income.  This carryforward will expire in various years through 2014.
 
The Company accounts for the income taxes under ASC Codification Topic 740 and SFAS No. 109, “Accounting for Income Taxes”, which requires the use of the liability method.   SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.   Deferred tax assets and liabilities at the end of each period are determined using the current enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
 
 
 
 
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NOTE 8
Straight and Convertible Notes:
 
 
Rasel - Affiliated Party – Straight Notes & Accrued Interest
On October 6, 2009 the Company signed a Note Payable for $25,000 payable to RASEL, LTD (a Company Shareholder) due on October 6, 2010 at 4% annum.   The proceeds were used to pay for half of an existing Accounts Payable to Stephen Fleming for legal fees incurred at the Company’s inception.

On October 20, 2009 the Company signed a Note Payable for $50,000 payable to RASEL, LTD (a Company Shareholder) due on October 20, 2010 at 4% annum.   These proceeds were used to pay for startup costs, audit fees and future expenses.

On January 22, 2010 the Company signed a Note Payable for $50,000 payable to RASEL, LTD (a Company Shareholder) due on October 30, 2011 at 4% annum.   These proceeds will be used for working capital and future expenses.

On January 22, 2010 the Company signed an amendment to extend the maturity date of the Promissory Notes in the amount of $50,000 and $25,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011.

The accrued balance of the notes including interest as of September 30, 2010 is $129,288 and as of July 31, 2010 is $128,452.

AT Limited – Convertible Note & Accrued Interest
On July 8, 2010, the Company issued a Convertible Promissory Note to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”).  In consideration for the Company issuing the ATL Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”).

The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment.  On the 21st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion.  Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  As of July 12, 2010, the Company is received a trading symbol (FXIT) but has not commenced trading.  Based on fixed conversion price of $0.20, the Forex Note in the aggregate amount of $500,000, excluding interest, is convertible into 2,500,000 shares of our common stock.

ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.    No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on foreign Stock Exchanges with an approximate market value exceeding the amount of $400,000 (the “ATL Collateral”) to the date of this filling.  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.

The Forex Note was offered and sold to ATL in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. ATL is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The accrued balance of the note including interest as of September 30, 2010 is $511,507 and as of July 31, 2010 is $503,151.

NOTE 9
Stockholders’ Equity
The Company was authorized to issue 400,000,000 shares of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock as of July 31, 2010.

On July 22, 2009 the Company issued 40,000,000 shares of its $0.00001 par value common stock to Meridad Inc. and 40,000,000 shares of its $0.00001 par value common stock to Rasel Ltd.   Shares were issued at par with no Additional Paid In Capital for a total of $800.

On March 26, 2010 the Company entered into agreement with Island Capital Management, LLC for the purpose of obtaining DTC Corporate Eligibility. The Company paid as a fee $2,000 in cash and 120,000 shares of restricted stock for the purpose of obtaining DTC  Eligibility, performing director, officer and control shareholder Background Reviews and Consultation Services with respect to transfer services, including obtaining CUSIP  number(s), documentation formatting and third-party professional consultation services.

On April 23, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”).    As part of his employment agreement, executive was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement.

Per Notice of Effectiveness received on March 4, 2010, the Company made on April and May 2010 an offering. The offering closed on May 4, 2010.  The Company sold 20,000,000 shares of common stock for $0.01 per share for an aggregate raise of $200,000.



 
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NOTE 10
Financial Statement RESTATEMENT
On September 7, 2010, the Company restated previously issued audited financial statements (for the year ended on July 31, 2009) to capitalized prior legal expenses that were initially booked as expenses, were changed to capitalize the expense in the month(s) incurred.  Regarding Statement of Cash Flows, these startup costs were re-classified to conform to the decision to capitalize rather than to expenses.

NOTE 11
Commitments and Contingencies

S-1 Registration Statement
The Company S-1 registration statement that was filled with the Security and Exchange Commission on Sep 9, 2009 received Notice of Effectiveness on March 4, 2010. During April 2010 Moshe Schnapp, an executive officer and director for the Company, was the only party that solicited the investors.  A total of 42 investors were solicited, all of which invested in the Company.

Form 15C211and DTC eligibility
On March 22, 2010 the Company entered into agreement with Spartan Securities Group, Ltd for sponsoring the Company form 15C211. The broker dealer and or any of its affiliates were not compensated as part of said agreement.

To date the Company did not file application with The Depository Trust Company which request form for issued being made eligible in the secondary market.

Wholly Owned Subsidiary
On March 24, 2010 the Company incorporate fully owned subsidiary in the State of Israel under the name: FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514-424-985 (“Forex Sub”). To date Forex Sub did not commence any operations other than accept into its bank account proceeds from investors as the Company agent or long arm.

Employment Agreement
On April 23, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”).  Executive does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer In addition, Executive has been appointed as a member of the Board of Directors of the Company.  For his services during the Term as Chief Executive Officer, the Company will pay Executive a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month.  Executive will also be granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement.  Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay the Executive an annual bonus in the amount of $100,000.  Executive will also receive during the Term such medical, health and disability insurance as the Company provides to its executive officers, two weeks of vacation in each calendar year and eligibility to participate in such pension, profit-sharing, retirement and other benefits as are available to executive officers of the Company.

Websites
The Company has two websites as disclosed in these financials. Both websites are currently under evaluation and further construction, as such modifications may apply.  The Company has blocked the ability of potential subscribers in the United States & Canada from engaging in any transactions.  This restriction may be lifted once Mr. Dunckel has obtained the required license

Lease Agreement
The Company’s headquarter and operation office (from June 1, 2009) is located at 1061 ½ N Spaulding Ave, West Hollywood, CA 90046, paying $2,500 per month (lease term ends May 30, 2013). Future minimum payments of obligations under the operating lease
at September 30, 2010 are as follows: Until December 2010 -  $7,500, $30,000 for each of the physical years 2011,  2012 and until May 2013 - $12,500.

LOI – Forex NYC
On July 1, 2010, the Company entered into a Letter of Intent (the “LOI”) with Forex New York City LLC (“Forex NYC”) pursuant to which Forex NYC agreed to sell and the Company agreed to purchase a 10% interest in Forex NYC in consideration of a convertible debenture in the amount of $200,000 (the “Debenture”). The Debenture will mature on the six month anniversary of the issuance, carry 5% interest and is convertible into shares of common stock of the Company at a 25% discount to the market price.  In lieu of issuing the Debenture, the Company may pay $200,000 in cash at closing.  The Company will also acquire an option to acquire an additional 15% of Forex NYC.  The purchase price for such option shall be based on a valuation of the greater of $2,000,000 or three times revenue.  The option shall be exercisable commencing on the 30th month following the closing of the initial acquisition and shall expire on the 48th month following the closing of the initial acquisition. Except for various miscellaneous provisions, this LOI is non-binding.  The LOI calls for the completion of definitive documentation and completion of due diligence prior to September 1, 2010.  Final closing is subject to approval of the final definitive agreements by the Boards of Directors of the Company and Forex NYC.  Forex NYC is also required to raise a minimum of $40,000 prior to close.  There is no guarantee that the parties will reach a final agreement, that the Company will be able to raise the required funds to close the transaction or that the transaction will close on the terms set forth as agreed in the LOI.
 
 
 
 
16

 

 
Electing New Additional Board Members
On July 29, 2010, Anita Atias and Stewart Reich were elected as members of the Board of Directors of the Company.  There is no understanding or arrangement between Mrs. Atias and Mr. Reich and any other person pursuant to which they were appointed as directors.  Mrs. Atias and Mr. Reich do not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer.  Mrs. Atias and Mr. Reich have not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000. Mrs. Atias and Mr. Reich will each receive on an annual basis at the commencement of each term shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25%.

On August 5, 2010, Mr. William Glass was elected as member of the Board of Directors of the Company, which such appointment was accepted by Mr. Glass on August 9, 2010.  There is no understanding or arrangement between Mr. Glass and any other person pursuant to which he was appointed as director.  Mr. Glass does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer.  Mr. Glass has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000. Mr. Glass will receive, on an annual basis at the commencement of each term, shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25%.

Directors, Officers and Corporate Liability Insurance
On August 9, 2010 the Company obtained from Monitor Liability Managers, LLC a one year Binder for Directors, Officers and Corporate Liability Insurance. The aggregate limit of liability is $1,000,000 with $250,000 Shareholder Derivative Investigation Costs of Defense.

Consulting Agreement
On September 9, 2010 the Company entered into a consulting agreement with a third party based in United Kingdom which providing travelling services in differ countries, and currency exposure may have significant impact on it services to its clients. For the Company’s services as Consultant of Strategic Alliances and for other consulting services and other good and valuable consideration, receipt of which is hereby acknowledged, the Company shall be paid Five Thousand Dollars ($5,000.00) per month for the Term  of this Agreement which is six months.

Potential Acquisition of Identified Target
During June 2010, the Company identified a Forex operator in a non-regulated environment ("Target X").  The Company is presently in discussions with Target X to acquire 100% of the issued and outstanding securities of Target X in consideration of 80,000,000 shares of common stock.  The Company approached Target X as a whole parallel to approaching various individual shareholders of Target X. As of filling of this report, several shareholders of Target X (the “Shareholders”) have expressed their willingness to sell their interest (approximately 45%) to the Company in accordance with the terms of the Company’s offer.

The closing shall be subject to Medirad Inc. and Rasel Ltd. (the "Majority Stockholders") entering into an agreement whereby the Majority Stockholders will return their exiting 80,000,000 shares of common stock to the Company for cancellation and convert $125,000 in notes payable (the "Notes") into shares of preferred stock.  In connection with the conversion of the Notes, the Company shall issue the Majority Stockholders shares of preferred stock with a stated value of USD $125,000, which shall be convertible into shares of common stock at a 25% discount to the market price. The market price will be equal to the volume-weighted average price for the twenty trading days immediately preceding the actual issuance date.  Further, the Majority Stockholders will commit to purchase up to $2,000,000 in Perpetual Redeemable Cumulative 10% Preferred Stock in accordance with term to be agreeable.  There is no guarantee that the Company will close all or part of the above transactions, if at all.

Legal Proceedings
From time to time, we may be a party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.
 
 
 
 
17

 

 
NOTE 12
Related Parties Transactions
The company borrowed the sum of $125,000 from RASEL, LTD (a Company Shareholder) as described in footnote 8.

Our offering closed on May 4, 2010.  The Company sold 20,000,000 shares of common stock for $0.01 per share for an aggregate raise of $200,000. Moshe Schnapp, an executive officer and director for the Company, was the only party that solicited the investors.  A total of 42 investors were solicited, all of which invested in the Company.  No other potential investors were solicited.

Mr. Moshe Schnapp is serving as executive chairman of the Company without employment agreement. Since inception, Mr. Schnapp funded the working capital needs of the Company directly or via utilizes his business contact, such as un-related party to the Company: Glendon Advisors (though related to Mr. Schnapp), provided funding to the Company. As of September 30, 2010 Mr. schnapp credit balance amount to $2,881, and Glendon Advisors credit balance amount to $197,427 ($4,881 and $115,924 as of July 31, 2010). Nor Mr. Schnapp neither Glendon Advisors charge the Company with interest for said funding. There is no guarantee that additional funding to the Company will be available from Mr. Schnapp or Glendon Advisors.

During the period, Mr. Schnapp did not charged the Company for management fees (During 2009 Mr. Schnapp charged the Company for $28,150).

NOTE 13
 
Subsequent Events
On October 18, 2010 Mr. Schnapp resign from his position with the Company to pursue other opportunities. The Company will utilize its available assets to pay-off with priority Glendon Advisors which is affiliate to Mr. Schnapp and provided line of credit to the Company.
 
During October 11, 2010 the Company requested ATL that make a partial payment on their note (as described in footnote 8).  ATL instructed that it will transfer part of the collateral securing the ATL note to the Company where, upon liquidation, the parties will acknowledge the amount as partial payment as described in the agreement. The Company subsidiary acknowledged receipt of the partial collateral into its bank account. ATL estimate that the value of the liquidated collateral will not be less than $50,000 in cash.
 
 
 
 
 
 
 
 
18

 
 


 
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management's expectations. See "Forward-Looking Statements" included in this report.
 
General Overview
Forex was formed with the express intent of providing online trading services to retail customers giving them access to online foreign currency trading.  We offer online trading services to professional and retail clients over a web-based live and real-time proprietary trading system.  The Company currently operates two websites, the corporate website, www.forex-international-trading.com , and the trading platform, (under the affiliate licensing agreement) www.4xint.com .  Both websites are currently under further development and construction and modifications may apply.  The Company is incorporated in the State of Nevada, and its corporate headquarters and principal offices are located in West Hollywood, California.  Forex Sub, the Company’s wholly-owned subsidiary, is incorporated in the State of Israel.  In connection with the LOI entered with Forex NYC (as discussed below), the Company incorporated the offerings provided by Forex NYC under www.forexnewyorkcity.com into our web site.  Although this the Forex NYC features are not generating revenue, we believe it is a beneficial added feature for our clients.
 
Acquisitions and Divestitures
On July 1, 2010, the Company entered into a Letter of Intent (the “LOI”) with Forex New York City LLC (“Forex NYC”) pursuant to which the Company agreed to purchase a 10% interest in Forex NYC in consideration of a convertible debenture in the amount of $200,000.
 
 2010 and 2009 Results of Operations:

Due to the commencing of our business during 2009, the consolidated statements of operations for the nine months ended September 30, 2010 and 2009 are not comparable. The nine months ended September 30, 2009 included only a limited period of operation. Moreover, upon commencing, the Company, it has elected to operate on a Fiscal Accounting Year and Fiscal Tax Year ending on July 31st. The Board of Directors of the Company has approved a change in the Company's fiscal year from July 31 to December 31. This change will be effective for the current fiscal year ending December 31, 2010. Consequently the Company’s current fiscal year will end on December 31, 2010 instead of July 31, 2011. As such, the Company is filling this report for the nine and three month’s periods ended on September 2010. This change in the fiscal year end will have no material effect on the financial position of the Company and its consolidated subsidiary, and the results of their operations and their cash flows for either fiscal year 2010 or fiscal year 2011.
 
This section of the report should be read together with Notes of the Company consolidated financials.
 
Revenues
 
During the nine months ended September 30, 2010, we generated $132,740 in revenue.  The revenue is attributed to the commencement in May 2010 of our affiliate licensing platform.
 
Operating Expenses

We had total operating expenses of $279,092 for the nine months ended September 30, 2010.  The operating expenses consisted of salaries ($130,958), rent and office ($22,758), professional and filing fees ($47,568), depreciation and amortization ($39,512),  travel ($24,214) and other expenses ($14,081).
  
Liquidity and Capital Resources

Our future capital requirements and the adequacy of available funds will depend on numerous factors, including the successful commercialization of our products, competing technological and market developments, and the development of strategic alliances for the development and marketing of our products.  Our company intends to try to obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources. On October 6, 2009, October 20, 2009 and January 29, 2010, Rasel Ltd., a shareholder of our company, loaned $25,000, $50,000 and $50,000, respectively, to our company.   The loans from Rasel Ltd. carry 4% annual interest and principal and interest mature for each of the notes on October 30, 2011.
 
We expect to use the proceeds to fund our short-term capital requirements including paying administrative expenses associated with maintaining our public company’s filings for the next 12 months.  We expect to be able to remain in operation for a period of 12 months with cash on hand.  In the event Forex's plans change or its assumptions change or prove to be inaccurate or the funds available prove to be insufficient to fund operations at the planned level (due to further unanticipated expenses, delays, and problems or otherwise), Forex could be required to obtain additional funds earlier than expected.  Forex does have committed sources of additional financing, though there can be no assurance that additional funding, if necessary, will be available on acceptable terms, if at all. If adequate funds are not available, we may be required to further delay, scale-back, or eliminate certain aspects of our operations or attempt to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products, or potential markets. If adequate funds are not available, Forex's business, financial condition, and results of operations will be materially and adversely affected.
 
 
 
 
19

 
 
 
Until required for operations, Forex's policy will be to invest its cash reserves in bank deposits or deploy its cash in short term loans.  Forex expects that its operating results will fluctuate significantly from quarter to quarter in the future and will depend on a number of factors, most of which are outside Forex's control.

Detail of the changes in 2010 cash flow data is as follows:

As of September 30, 2010, our cash, cash equivalents were $88,431 (as of July 31, 2010 it was $85,893), an increase  of approximately $2,538 from the end of Huly31, 2010. The increase in our cash and cash equivalents is primarily the result of an collecting receivables.

Cash flow used by operating activities for the year ended July 31, 2010 was $97,046, and cash flow used by operating activities for the nine months ended September 30, 2010 was $7,576.  In the nine month period of 2010 the major component of using cash was cash used attributed to increase in accounts receivable.

Cash flow used by investing activities for the year ended July 31, 2010 was $58,152 as compared to $60,829 for the nine months ended September 30, 2010. During the nine month period ended September 30, 2010, the major component of using cash was cash used attributed to purchased fix asset.

Cash provided by financing activities in the year ended July 31, 2010 was $240,291, and cash flow provided by financing activities was $156,582 for the nine months ended September 30, 2010.

Debt Financing Arrangements

Rasel, LTD - Affiliated Party – Straight Notes and Accrued Interest
On October 6, 2009, the Company signed a Note Payable for $25,000 payable to RASEL, LTD (a Company Shareholder) due on October 6, 2010 at 4% annum.  The proceeds were used to pay for half of an existing Accounts Payable to Stephen Fleming for legal fees incurred at the Company’s inception.

On October 20, 2009, the Company signed a Note Payable for $50,000 payable to RASEL, LTD (a Company Shareholder) due on October 20, 2010 at 4% annum.  These proceeds were used to pay for startup costs, audit fees and future expenses.

On January 22, 2010, the Company signed a Note Payable for $50,000 payable to RASEL, LTD (a Company Shareholder) due on October 30, 2011 at 4% annum.  These proceeds will be used for working capital and future expenses.

On January 22, 2010 the Company signed an amendment to extend the maturity date of the Promissory Notes in the amount of $50,000 and $25,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011.
 
The accrued balance of the notes (collectively, the “Rasel Notes”) including interest as of July 31, 2010 is $128,452, and $129,288 for September 30, 2010.
  
A.T. Limited – Convertible Note and Accrued Interest
On July 8, 2010, the Company issued a Convertible Promissory Note to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”).  In consideration for the Company issuing the ATL Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”).
 
 
 
 
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The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment.  On the 21st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion.  Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  As of July 12, 2010, the Company is received a trading symbol (FXIT) but has not commenced trading.  Based on fixed conversion price of $0.20, the Forex Note in the aggregate amount of $500,000, excluding interest, is convertible into 2,500,000 shares of our common stock.  ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.  No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on the Tel Aviv and London Stock Exchanges with an approximate market value of $400,000 (the “ATL Collateral”).  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.

The Forex Note was offered and sold to ATL in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. ATL is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The accrued balance of the note including interest as of July 31, 2010 is $503,151, and $511,507 as of September 30, 2010
 
Dividends
The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since the Date of Inception.

Critical Accounting Policies and Estimates
We conducted our audits in accordance with standards required by the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Although these estimates are based on management’s best knowledge of current events and circumstances that may impact the Company in the future, actual results may differ from these estimates.

Basis of consolidation - The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary and all variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. Control is determined based on ownership rights or, when applicable, whether the Company is considered the primary beneficiary of a variable interest entity
 
Marketable securities - The Company determines the appropriate classification of all marketable securities as held-to-maturity, available-for-sale or trading at the time of purchase, and re-evaluates such classification as of each balance sheet date. The Company assesses whether temporary or other-than-temporary gains or losses on its marketable securities have occurred due to increases or declines in fair value or other market conditions. The Company had marketable securities within continuing operations during the year, which have been sold in the market.
 
Cash and Cash Equivalents - The Company maintains a cash balance in a non-interest bearing account that currently does not exceed federally insured limits. For purposes of financial statement presentation, the Company considers all highly liquid instruments with a maturity of three months or less to be cash.
 
Revenue Recognition - The Company uses the accrual basis of accounting for all transactions. The Company recognized revenue and gains when earned and related costs of sales and expenses when incurred.
 
Fixed and other Assets - Fixed assets are stated at cost, less accumulated depreciation.  Office furniture and equipment are depreciated using the straight-line method over seven years.  Computer equipment and software are depreciated using the straight-line method over three years.  Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life or the life of the lease (three years).
 
Costs of software acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized.  Once the software is placed in service, the costs are amortized over the estimated useful life.
 
Costs of Debt Discount are amortized over the life of the note that was discounted – two years.
 
Variable Interest Entities - The Company is required to consolidate variable interest entities (“VIE's”), where it is the entity’s primary beneficiary. VIE's are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE.  For the period  ended September 30, 2010 (and for the year ended July 31, 2010), the balance sheets and results of operations of FOREX INTERNATIONAL TRADING CORP M.S. LTD, our wholly owned subsidiary, which is not active in operation and serving as our agent or long arm, is consolidated into these financial statements.
 
Loss per Share - Net loss per share is provided in accordance with ASC Codification Topic 260 Section S99-1 and Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Other than ATL Note, the Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2010 and as of July 31, 2009.
 
 
 
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Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Foreign currency translation - The Company considers the United States Dollar (“US Dollar” or "$") to be the functional currency of the Company and its subsidiary. The reporting currency of the Company is the US Dollar and accordingly, all amounts included in the consolidated financial statements have been presented or translated into US Dollars. For non-US subsidiary that do not utilize the US Dollar as its functional currency, assets and liabilities are translated to US Dollars at period-end exchange rates, and income and expense items are translated at weighted-average rates of exchange prevailing during the period. Translation adjustments are recorded in “Accumulated other comprehensive income” within stockholders’ equity. Foreign currency transaction gains and losses are included in the consolidated results of operations for the periods presented.
 
Fair value of financial instruments - Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2010.   The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.   These financial instruments include cash and accounts payable.  Fair values are assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximated fair values or they are payable on demand.
 
Segment reporting - The Company follows Statement of ASC Codification Topic 220 and Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”.  The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
 
Dividends - The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.
 
Recent pronouncements - In May 2008, FAS No. 163, “Accounting for Financial Guarantee Insurance Contracts”, and SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, were issued. In March 2008, FAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 was issued.
 
The Financial Accounting Standards Board (FASB) issued Statement No. 168 – become effective on July 1, 2009 – The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which makes the Accounting Standards Codification (ASC) the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The adoption of ASC Topic 105 did not have a material impact on the Company’s financial position, cash flows or result of operations. Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on the Company’s operations or financial position.
 
Stock-Based Compensation - The Company accounts for stock-based awards to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations and has adopted the disclosure only alternative of ASC Codification Topic 220 and SFAS No. 123, “Accounting for Stock-Based Compensation”. Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Codification Topic 220 and SFAS No. 123.

ITEM 3. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
 
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. 

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures
 
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were effective as of September 30, 2010 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2010, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
ITEM 4T. CONTROLS AND PROCEDURES

Not applicable.

 
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PART II: OTHER INFORMATION
 
  ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.
 
None of our directors, officers or affiliates is involved in a proceeding adverse to our business or have a material interest adverse to our business.

  ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

  ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 8, 2010, the Company issued a Convertible Promissory Note to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”).  In consideration for the Company issuing the ATL Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”).

The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment.  On the 21 st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion.  Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  As of July 12, 2010, the Company is received a trading symbol (FXIT) but has not commenced trading.  Based on fixed conversion price of $0.20, the Forex Note in the aggregate amount of $500,000, excluding interest, is convertible into 2,500,000 shares of our common stock.

ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.    No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on the Tel Aviv and London Stock Exchanges with an approximate market value of $400,000 (the “ATL Collateral”).  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.

On October 11, 2010 the Company requested ATL that make a partial payment on their note (as described in footnote 8).  ATL instructed that it will transfer part of the collateral securing the ATL note to the Company where, upon liquidation, the parties will acknowledge the amount as partial payment as described in the agreement. The Company subsidiary acknowledged receipt of the partial collateral into its bank account. ATL estimate that the value of the liquidated collateral will not be less than $50,000 in cash.
 
The Forex Note was offered and sold to ATL in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. ATL is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – REMOVED AND RESERVED

Not applicable
 
 
 
 
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ITEM 5. OTHER INFORMATION

On October 11, 2010 the Company requested ATL that make a partial payment on their note (as described in footnote 8).  ATL instructed that it will transfer part of the collateral securing the ATL note to the Company where, upon liquidation, the parties will acknowledge the amount as partial payment as described in the agreement. The Company subsidiary acknowledged receipt of the partial collateral into its bank account. ATL estimate that the value of the liquidated collateral will not be less than $50,000 in cash.
 
On October 18, 2010, Moshe J. Schnapp, a director and an executive officer of the Company, resigned as a director and executive officer of the Company to pursue other interests.

On October 18, 2010, the Board of Directors of the Company, approved a change in the Company's fiscal year of July 31 to December 31 (the “Fiscal Year Change”).  The Company intends to file a transition report on Form 10-K covering the transition period of August 1, 2010 through December 31, 2010.

ITEM 6. EXHIBITS

  Exhibit No.
 
Description
     
3.1
 
Certificate of Incorporation of Forex International Trading Corp. (1)
3.2
 
Bylaws of Forex International Trading Corp. (1)
4.1
 
Promissory Note issued to Rasel Ltd. Dated October 6, 2009 (2)
4.2
 
Promissory Note issued to Rasel Ltd. Dated October 20, 2009 (2)
4.3
 
Letter Agreement between Rasel Ltd. and Forex International Trading Corp. dated January 22, 2011(3)
4.4
4.5
4.6
4.7
 
Promissory Note issued to Rasel Ltd. Dated January 29, 2010 (3)
Convertible Promissory Note issued by the Company to A.T. Limited dated July 8, 2010 (6)
Secured and Collateralized Promissory Note issued by A.T. Limited to the Company dated July 8, 2010 (6)
Collateral and Security Agreement by and between Forex International Trading Group and A.T. Limited dated July 7, 2010 (6)
10.1
 
Employment Agreement dated April 23, 2010, by and between Forex International Trading Corp and Darren Dunckel(4)
10.2
 
Software Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple 8 Limited (5)
31.1 
 
Certification of the Chief Executive and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 
 
Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
(1) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.
(2) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on November 2, 2009.
(3) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on January 29, 2010.
(4) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on April 28, 2010.
(5) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on April 20, 2010.
(6) Incorporated by reference to the Form 8-K Current Report filed with the SEC on July 8, 2010.
 

 
 
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  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
FOREX INTERNATIONAL TRADING CORP.
       
         
/s/Darren C Dunckel
 
CEO, President, CFO, Secretary, Treasurer and Director
October 25, 2010
Darren C. Dunckel
 
 
 (Principal Executive and Financial Officer)
 
         

 
 
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