Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Gopher Protocol Inc.Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - Gopher Protocol Inc.ex322.htm
EX-32.1 - EXHIBIT 32.1 - Gopher Protocol Inc.ex321.htm
EX-21.1 - EXHIBIT 21.1 - Gopher Protocol Inc.ex211.htm
EX-32.2 - EXHIBIT 31.2 - Gopher Protocol Inc.ex312.htm
EX-31.1 - EXHIBIT 31.1 - Gopher Protocol Inc.ex311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 1934
 
For the fiscal year ended: December 31, 2011
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 
Commission File Number: 000-54530
 
FOREX INTERNATIONAL TRADING CORP.

(Exact name of registrant as specified in its charter)

Nevada
 
27-0603137
State or other jurisdiction of
 
I.R.S. Employer Identification Number
incorporation or organization
   
 
Moria 30 Avenue, Haifa, Israel 34572


(Address of principal executive office)
 
Issuer's telephone number: 888-333-8075
 
Securities registered under Section 12(b) of the Exchange Act: None
 
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.00001 par value per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes  o No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
 
1

 
 
 
 

 
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 definition of “accelerated filer, large accelerated filer or smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer     o
Accelerated filer     o
Non-accelerated filer     o
Smaller Reporting Company     x

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 market value of our common stock held by non-affiliates was approximately $3,058,732 which is computed using the closing price as of the last business day of the registrant’s most recently completed second quarter of $0.10 per share.

As of April 5, 2012, 34,248,585 shares of common stock, $.00001 par value per share, of the registrant were outstanding.
 
Documents incorporated by reference:  None

 

 
 
2

 


 FORM 10-K
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
 
INDEX
     
Page
PART I
     
ITEM 1.
 
BUSINESS
5
ITEM 1A.
 
RISK FACTORS
9
ITEM 1B.
 
UNRESOLVED STAFF COMMENTS
15
ITEM 2.
 
PROPERTIES
15
ITEM 3.
 
LEGAL PROCEEDINGS
15
ITEM 4.
 
MINE SAFETY DISCLOSURES
15
PART II
     
ITEM 5.
 
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15
ITEM 6.
 
SELECTED FINANCIAL DATA
19
ITEM 7.
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
19
ITEM 7A.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
26
ITEM 8.
 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
26
ITEM 9.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
26
ITEM 9A.
 
CONTROLS AND PROCEDURES
28
ITEM 9A(T).
 
CONTROLS AND PROCEDURES
28
ITEM 9B.
 
OTHER INFORMATION
28
PART III
     
ITEM 10.
 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
28
ITEM 11.
 
EXECUTIVE COMPENSATION
31
ITEM 12.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
33
ITEM 13.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
33
ITEM 14.
 
PRINCIPAL ACCOUNTANT FEES AND SERVICES
34
ITEM 15.
 
EXHIBITS
35
 
 
SIGNATURES
36
   
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1


 

 
3

 
 
 
 
 
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
In this annual report, references to “Forex,” “FXIT,” “the Company,” “we,” “us,” and “our” refer to Forex International Trading Corp.
 
Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

 
 

 
4

 
 
 
PART I
 
ITEM 1. BUSINESS
General
Forex International Trading Corp and its subsidiaries and/or variable interests (“Forex”, “FXIT”, or the “Company”), a Nevada corporation, is principally engaged in offering foreign currency market trading to non-US resident clients, professionals and retail clients over its web-based trading systems.

The Company’s common stock trade on the Over the Counter Bulletin Board listings (OTCQB & OTCBB: FXIT). The Company’s headquarters and operating offices are located at 30 Moria Avenue, Haifa Israel 34572. The CUSIP number for the Company is 34631J104 and the ISIA number for FXIT is US34631J1043.

Overview and Material Events
The Company was incorporated on July 22, 2009  under the laws of the State of Nevada. On September 9, 2009 the Company filed Form S-1 Registration Statement for registration of securities under the Securities Act of 1933 with the SEC, which became effective on March 5, 2010.

On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which is a currency trading platform organized under the laws of Cyprus. The agreement 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 and Canadian clients. The Company maintains a corporate website under the domain www.forex-international-trading.com.

On November 17, 2010, the Company entered into a Share Exchange Agreement (the “APH Agreement”) with a third party foreign company A.P. Holdings Limited (“APH”) pursuant to which the Company agreed to acquire 17,924 ordinary shares of Triple 8 (“Triple 8” or “Asset” or “Operation Unit”).  The securities acquired from APH represented approximately 45% of the issued and outstanding securities of the Triple 8.   Pursuant to the APH Agreement, in consideration for the securities of Triple 8 the Company agreed to issue 36,000,000 shares of common stock of the Company as well as a 6% Convertible Note in the principal amount of $1,200,000 due February 15, 2011 (the “APH Note”).  On December 30, 2010, the Company and APH entered into an amendment to the APH Agreement whereby the number of shares to be delivered by the Company was reduced from 36,000,000 to 25,000,000.  Furthermore, on December 30, 2010, in order to expedite the transaction and avoid further dilution of the existing shareholders, Medirad Inc. and Rasel Ltd., both shareholders of the Company, have agreed to return an aggregate of 70,000,000 shares of common stock to the Company for cancellation upon closing of the APH Agreement.  The above transaction closed on December 30, 2010.

On April 5, 2011, the Company entered into a Share Exchange Agreement with a third party foreign company H.A.M. Group Limited (“HAM”) pursuant to which it acquired 1,996 ordinary shares of Triple 8  from HAM representing approximately 5% of the issued and outstanding ordinary shares of Triple 8.  After taking into account the effect of this Agreement with HAM, the Company owned approximately 49.9% of Triple 8.  In consideration of the shares, the Company issued HAM 12,000 shares of Series A Preferred Stock (“HAM Stocks”) and a 6% Convertible Debenture due June 30, 2011 for the amount of $600,000 (the “HAM Note”).  The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 4,000,000 shares of common stock.  Furthermore, the Series A Preferred Stock votes on an as-converted basis multiplied by three and carries standard anti-dilution rights.  The Series A Preferred Stock does not carry preferential liquidation rights. 

On April 5, 2011, the Company and APH, which owned 33,000,000 shares of common stock and a 6% Convertible Debenture in the amount of $1,000,000, entered into an agreement whereby APH agreed to extend the maturity date of the APH Note from February 15, 2011 to June 30, 2011.  The Company agreed to return the 33,000,000 shares of common stock held by APH to treasury and issue APH 100,000 shares of Series A Preferred Stock.  The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 33,333,333 shares of common stock.  Furthermore, the Series A Preferred Stock votes on an as-converted basis multiplied by three and carries standard anti-dilution rights.  The Series A Preferred Stock does not carry preferential liquidation rights (“APH Stocks”).
 
As previously disclosed in the Company’s Quarterly Report for the quarters ended September 30, 2011 and June 30, 2011, the HAM Note and the APH Note were in default and the parties were negotiating a further extension of the maturity date of the HAM Note and the APH Note.  The APH Note was assigned to a third party. On September 29, 2011, the Company received a formal notice of default from the holders of the HAM Note and the APH Note demanding payment of the notes and advising that they intend to take immediate legal action against the Company.  As a result of the default, the holder of the APH Note was entitled to demand the delivery of shares of Triple 8 held by the Company as consideration for the cancellation of the APH Note and the return of shares of common and preferred shares, which the Company used to pay for the acquisition. In order to avoid costly litigation and the potential detrimental impact of a judgment to the Company as a result of two defaults, the Company agreed to enter into that certain Annulment of Share Purchase Agreement with Triple 8, APH, HAM and 888 Markets (Jersey) Limited dated December 6, 2011 (the "Annulment") whereby, as a result of the parties agreement to unwind the ownership interest in Triple 8, Triple 8 has agreed to pay the Company $2,001,000 over time with the initial payment of $732,000 within three days of the Annulment, $68,214 in January 2012, $73,214 per month from February 2012 through October 2012 and final payment of $541,860 in November 2012 (the "Triple Payments"). If Triple 8 fails to make any of the Triple Payments for a period of 60 days, and then Triple 8 will transfer 17,924 ordinary shares of Triple 8 (representing approximately 44.9% of Triple) to the Company and Triple 8 will not be entitled to have the previous Triple 8 Payments returned. On December 7, 2011, the Annulment closed and the Company received from Triple cash in the amount of $670,000 and additional amount of approximately $62,000 from Paragonex Limited. As such, the effective date of closing by all parties set to be December 7, 2011.
 
 
 
5

 
 
In order to expedite the closing of the Annulment, the Company, APH, HAM and Cordellia d.o.o., a Croatian company ("CDOO"), third party which is not affiliated with the Company entered into a Settlement and Foreclosure Agreement (the "Settlement Agreement"), whereby the Company provided CDOO, as the assignee of HAM and APH, with the ability to foreclose on all shares of Triple 8 held by the Company in consideration of the termination of the APH Note and the HAM Note, which were in default, and the issuance of a new promissory note in the name of CDOO in the principal amount of $1,000,000 (the "CDOO Note"). The CDOO note bears interest at the rate of ten percent (10%) per annum and is due and payable in full on November 30, 2012. In the event that Triple 8 fails to make the Triple Payments, then the amount payable under the CDOO Note shall be reduced by half of the amount of the missed payment. In addition, APH and HAM have also agreed to return to the Company for cancellation all of the APH Stock and all of the HAM Stock and APH, HAM and CDOO have provided a full release of the Company. As a result of the cancellation of the APH Stocks and the HAM Stocks, APH and HAM  no longer own securities in the Company.

On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Secretary of the Company.   On March 4, 2011, the Company entered into an Employment Agreement (the “Employment Agreement”) with Liat Franco whereby the Company will employ Ms. Franco as its Secretary for a term of one year (the “Term”).   For her services during the Term as Secretary, the Company issued Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term. On November 15, 2011, Liat Franco was appointed by the Company to serve as the Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director of the Company.    

On February 23, 2011, the Company entered into a Securities Purchase Agreement with a third party, Wheatley Asset Management LLC organized under the jurisdiction of New York (“Wheatley”), pursuant to which the Company to acquire fifty percent (50%) of the issued and outstanding   membership interest of Wheatley (the “Wheatley Interest”) on a fully diluted basis. In consideration for the Wheatley Interest, the Company agreed to issue and sell to Wheatley 1,125,000 shares of common stock of the Company. Prior to that, on December 18, 2010, the Company entered into a Securities Purchase Agreement with affiliated corporation to Wheatley (“Forex NYC”) pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis.  In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company agreed to acquire an additional thirty percent (30%) of the issued and outstanding membership interest of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the additional FNYC Interest, the Company agreed to issue and sell to Forex NYC 675,000 shares of common stock of the Company. On July 2011, the Company and the Forex NYC and Wheatley parties unwound the above transactions. Forex NYC returned their 1,000,000 shares to the Company for cancellation.

On December 13, 2011, the Company loaned Fortune Market Media Inc. (the “FTMK”) $150,000.  In consideration of such loan, the Borrower issued to the Company a promissory note which bears interest at 12% per annum and matures on February 13, 2012 secured by the securities of an existing public company (the “Public Company”).  In addition, FTMK agreed to transfer 100,000 shares of the Public Company to the Company. On February 13, 2012, FTMK defaulted on the loan.  As of March 31, 2012, the Company has received $10,000 as a partial repayment under the note issued to FTMK.
 
 
 
 
6

 

 
On December 28, 2011, the Company formed Direct JV Investments Inc., a Nevada corporation, which is a wholly owned subsidiary of the Company. For the period December 28 to December 31, 2011, Direct JV was inactive and had no assets or liabilities as of December 31, 2011.

·  
Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer and a Director of the Company.  Mr. Klinger’s principal objectives will be to assist in the deployment of the Corporation’s assets, management and oversight of the Corporation’s financial statements and filings with the Securities and Exchange Commission and to perform due diligence on proposed acquisition targets, if any. Since his appointment in January 2012, a company controlled by Mr. Klinger has received monthly compensation of s $3,500 for a part-time arrangement..
 
Operations
Our company offers online brokerage services in financial instruments using our Forex trading platform. Forex's targeted customer base for brokerage services includes active individual, professional and institutional traders.  Customers are entitled to open accounts directly with Triple 8 subsidiaries or affiliate through our web site.    We also provide a `demo' trading system and an e-learning center that may be accessed by registering on the website.  We also seek to deploy our resources to achieve a reasonable financial return. Before closing the Annulment during 2011, our company, through our partial ownership interest in our affiliates, offered online brokerage services in financial instruments using our Forex trading platform to non-US based customers.
  
To date, the Company has 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 construction, examination and constant development so modifications may apply.  The Company has blocked the ability of potential subscribers in the United States and Canada from engaging in any transactions.  This restriction will be lifted once the Company has obtained the required licenses, if any.

 Clients and Customers
Forex's targeted customer base (on a white label basis for Triple 8) for brokerage services includes active individual, professional and institutional traders.  The entirety of the Company’s customer base is outside of the United States and Canada.  

Competition
The market for online forex brokerage services is intensely competitive and is rapidly evolving, and there appears to be substantial consolidation in the industry of online forex brokerage services, Internet-based real-time market data services, and trading analysis software tools. We believe that, due to the current and anticipated rapid growth of the market for integrated trading tools, real-time market data and online brokerage services, competition, as well as consolidation, will substantially increase and intensify in the future. We believe our ability to compete will depend upon many factors both within and outside our control, including, but not limited to: pricing; the timing and market acceptance of new products and services and enhancements developed by us and our competitors; technological developments; product content; our ability to design and support efficient, materially error-free Internet-based systems; market conditions, such as volatility in currency fluctuations, stock prices, inflation and recession; product and service functionality; data availability; ease of use; reliability; customer service and support; and sales and marketing efforts.

We will face direct competition from several publicly-traded and privately-held companies, including principally online brokerage firms, and providers of direct-access order execution services. Our competitors will include many foreign exchange online brokerage firms currently active in the United States and Europe. Many online brokerage firms currently offer direct-access service.

Many of our existing and potential competitors, which may include online discount and traditional brokerage firms, and financial institutions that are focusing more closely on online services, including direct-access services for active traders, have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we will. Furthermore, there is the risk that larger financial institutions which offer online brokerage services as only one of many financial services may decide to use extremely low pricing rates in the foreign currency market to acquire and accumulate customer accounts and assets to derive interest income and income from their other financial services. Though we do plan to offer other financial services; such pricing techniques, should they become common in our industry, could have a material, adverse effect on our results of operations, financial condition and business model.

Generally, competitors may be able to respond more quickly to new or emerging technologies or changes in customer requirements or to devote greater resources to the development, promotion and sale of their products and services than we will. There can be no assurance that our potential competitors will not develop products and services comparable or superior to those that will be developed and offered by us or adapt more quickly than us to new technologies, evolving industry trends or changing customer requirements, or that we will be able to timely and adequately complete the implementation, and appropriately maintain and enhance the operation, of our business model. Increased competition could result in price reductions, reduced margins, failure to obtain any significant market share, or loss of market share, any of which could materially adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current or future competitors, or that competitive pressures faced by us will not have a material adverse effect on our business, financial condition and results of operations.
 
 
 
7

 

 
Corporate Headquarters
Our executive, administrative and operating offices are located at 30 Moria Avenue, Haifa Israel 34572

Government Regulation
Our business and industry are highly regulated. In the United States (where the Company currently does not operate), regulatory bodies are charged with safeguarding the integrity of the forex and other financial markets and with protecting the interest of customers participating in those markets.  In recent years, the financial services industry in the United States has been subject to increasing regulatory oversight. The regulatory bodies that regulate our business and industry in the United States have proposed and may consider additional legislative and regulatory initiatives and may adopt new or revised regulations that may affect the way in which we conduct our business. Prior to commencing operations in the United States, we will be required to register as a Futures Commission Merchant (FCM) and Forex Dealer Merchant (FDM) and/or Introducing Broker (IB) with the Commodity Futures Trading Commission and as a member of the National Futures Association, which serves as its designated self regulatory examining authority.  The Company initially registered through its former Chief Executive Officer (“CEO”) as an Introducing Broker.  In order to be accepted as an Introducing Broker, the Company’s CEO filed an application with the Commodity Futures Trading Commission and paid a nominal fee.  The Commodity Futures Trading Commission evaluated the application and determined that the Company’s CEO is eligible.  Prior to obtaining the required registrations in the United States or other applicable jurisdiction, we will block any traffic from the United States and will not allow any trading by US citizens.  Upon being accepted as an Introductory Broker, we will be required to comply with various ongoing compliance issues including maintaining and having available for inspection books and records that support and explain all aspects of our commodity futures business.  These records must be maintained in an orderly fashion at our main business.  All required books and records must be kept for five years and readily accessible for the most recent two years.  Additionally, we will have continuing responsibility to have the necessary policies and procedures in place to diligently supervise our employees and agents.  We expect that we will be audited at various times to ensure that we are maintaining our compliance with the foregoing.

Upon commencing operations in the United States, if at all, we also will be regulated by governmental bodies and/or self-regulatory organizations in jurisdictions outside of the United States in which we operate.  For example, assuming that we operate in each of these jurisdictions, of which there is no guarantee, we will be regulated by the Financial Services Authority in the United Kingdom, the Monetary Authority of Singapore in Singapore, the Australian Securities and Investments Commission in Australia and the Securities and Futures Commission in Hong Kong, assuming we operate in these jurisdictions.  We have not commenced the process to register in any of these countries.  Many of the regulations we will be governed by are intended to protect the public, our customers and the integrity of the markets.  These regulators and self-regulatory organizations regulate the conduct of our business in many ways and conduct regular examinations to monitor our compliance with these regulations. Among other things, we will be subject to laws, rules and regulations that cover all aspects of the Forex business, including:
 
           •           sales methods;

           •           trading practices;

           •           use and safekeeping of customers’ funds and securities;

           •           capital structure;

           •           anti-money laundering;

           •           record-keeping; and

           •           conduct of directors, officers and employees.
 
 
 
8

 

 
For trading by customers in jurisdictions outside the United States, we intend to conduct a regulatory review of our trading operations in all jurisdictions we deem material to ensure compliance with local laws.

Registered FCMs and FDMs traditionally have been subject to a variety of rules that require that they know their customers and monitor their customers’ transactions for suspicious financial activities. With the passage of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the Patriot Act, FCMs, FDMs and IBs are now subject to even more stringent requirements. As required by the Patriot Act, prior to commencing operations in the United States, we will establish comprehensive anti-money laundering and customer identification procedures, designated an anti-money laundering compliance officer, train our employees and conducted an independent audit of our program. Our customer identification procedures will include both a documentary and a non- documentary review and analysis of the potential customer. Our documentary review requires the collection and confirmation of multiple forms of identification and other documentary evidence from each prospective customer in order to validate such prospective customer’s identity.
  
FXIT's mode of operation and profitability may be directly affected by:

·
additional legislation;

·
changes in rules promulgated by the Commodity Futures Trading Commission, the National Futures Association, the Board of Governors of the Federal Reserve System, the FSA, the various stock and futures exchanges and other self-regulatory organizations; and

·
changes in the interpretation or enforcement of existing rules and laws, particularly any changes focused on online brokerage firms that target an active trader customer base.

Governmental concern is focused in two basic areas: that the customer has sufficient trading experience and has sufficient risk capital to engage in active trading.  The Company will require customers to maintain a $500 opening balance to open an account.  We believe the Company's minimum suitability requirements, as well as the extensive user education documentation and tutorials offered on its Web site, are consistent with the rules and regulations concerning active trading.

It is possible that other agencies will attempt to regulate our planned domestic online and other electronic service activities with rules that may include compliance requirements relating to record keeping, data processing, other operation methods, privacy, pricing, content and quality of goods and services as the market for online commerce evolves. Because of the growth in the electronic commerce market, Congress had held hearings on whether to regulate providers of services and transactions in the electronic commerce market. As a result, federal or state authorities could enact laws, rules or regulations, not only with respect to online brokerage services, but other online services we provide or may in the future provide. Such laws, rules and regulations, if and when enacted, could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, since our company's activities and customer base are international, regulatory developments in other countries, including those of which we are unaware, could have an effect on our company and its operations.
  
Officer and Directors
As of November 15, 2011: Darren Dunckel, William Glass, Stewart Reich and Liat Franco comprised the officers and directors of the Company.  Following the resignation of Mr. Dunckel, Mr. William Glass and Mr. Stewart Reich on November 15, 2011, Mrs. Franco was the only officer of the Company through year end December 2011.  As of the date of this filing, the Company has two officers: Mrs. Franco (our CEO, President and Director) and Mr. Erik Klinger (our CFO and Director).
 
ITEM 1A. RISK FACTORS
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors.  Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:

 
 
 
9

 
 
We will be required to raise additional capital in order to implement any growth plans.
 
Our working capital is positive and will allow conducting our business in the next eight months. In order to increase our minimal presence in the markets we will have to borrow funds and the receipt of proceeds from the sale of our product range of which there is no guarantee.  If adequate funds are not available, we may not be able to fund our expansion, take advantage of acquisition opportunities, develop or enhance products or services, respond to competitive pressures or maintain our public filings. Such inability could have a material adverse effect on our business, results of operations and financial condition.
 
We may need and be unable to obtain additional funding on satisfactory terms, which could dilute our shareholders or impose burdensome financial restrictions on our business.
 
Unforeseeable circumstances may occur which could compel us to seek additional funds. Furthermore, future events, including the problems, delays, expenses and other difficulties frequently encountered by start-up companies may lead to cost increases that could make the net proceeds of this offering insufficient to fund our proposed business plan. Thus, the proceeds of the offering may be insufficient to accomplish our objectives and we may have to borrow or otherwise raise additional funds to accomplish such objectives. We may seek additional sources of capital, including an additional offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. This may not be available on a timely basis, in sufficient amounts or on terms acceptable to us. Our inability to raise additional equity capital or borrow funds required to affect our business plan, may have a material adverse effect on our financial condition and future prospects. Additionally, to the extent that further funding ultimately proves to be available, both debt and equity financing involve risks. Debt financing may require us to pay significant amounts of interest and principal payments, reducing the resources available to us to expand our existing businesses. Some types of equity financing may be highly dilative to our stockholders' interest in our assets and earnings. Any debt financing or other financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility.
 
We will have inadequate capital to pay significant additional expenses we expect to incur as a public company and, as a result, we will be required to raise additional capital further diluting investors that participated in prior offerings.
 
We are a reporting company subject to the requirements of the Exchange Act.  In order to comply with such reporting requirements, we will incur additional administrative expenses including substantial legal and accounting expenses.  We expect such fees to be approximately $50,000 per year.  As a result, we will be required to raise additional debt or equity financing, of which there is no guarantee that such financing will be available or available on acceptable terms.   On January 5, 2011, the Company closed a private placement memorandum and issued 3,655,635 restricted shares to accredited investors at an aggregate purchase price of $548,345 and is due net proceeds of approximately $1,000,000 in connection with the annulment.  If we are required to raise additional funds or do not deploy our capital in the appropriate manner and if we raise such proceeds in the form of equity, our shareholders will be further diluted.
 
Our success will be dependent on attracting key and other personnel, particularly in the areas of management, technical services and customer support.
 
We believe that our success will depend on the continued efforts of management for the development of our platform and to pursue financial transactions to earn a return on capital. Such experience will be important to the establishment of our business. Our success also depends on having highly trained technical and customer support personnel.
 
We may have difficulty attracting and employing members to our senior management team and sufficient technical and customer support personnel to keep up with our growth needs. This shortage could limit our ability to increase sales and to sell services. Competition for personnel is intense. If we cannot hire suitable personnel to meet our growth needs, our business and operations will be negatively affected.
 
Our success will be dependent upon our receipt and maintenance of regulatory approvals in the major customer markets around the world.
 
We believe that our success, in large part, depends upon our ability to receive and obtain regulatory approval in the major markets around the world. For example, if we are to market our services in the United States, we will be required to obtain the approval of the Commodities Futures Trading Commission and the National Futures Association.  Until we obtain the required registrations from each jurisdiction, we will not be able to generate customers or revenue in such jurisdiction.  As a result, if we do not obtain the required registrations, we will not be able to generate revenues and we will not be able to implement our operations in any meaningful way.
 
Many of the regulations we will be governed by are intended to protect the public, our customers and the integrity of the markets.  If we are successful in registering in any jurisdiction, these regulators and self-regulatory organizations regulate the conduct of our business in many ways and conduct regular examinations to monitor our compliance with these regulations. Among other things, we will be subject to laws, rules and regulations that cover all aspects of the Forex business, including:
 
 
 
10

 
 
           •           sales methods;
 
           •           trading practices;
 
           •           use and safekeeping of customers’ funds and securities;
 
           •           capital structure;
 
           •           anti-money laundering;
 
           •           record-keeping; and
 
           •           conduct of directors, officers and employees.
 
If the regulators determine that we breached or violated any rule, law or regulation, we may be subject to sanctions, fines or revocation of our registration in such jurisdiction, which will have a negative impact on our operations and may require that we cease operations assuming that we have developed operations.
 
Fluctuations in our quarterly results may adversely affect our stock price.
 
Our quarterly operating results will likely vary.  Our operating results will likely fall below the expectations of securities analysts or investors in some future quarter or quarters. Our failure to meet these expectations would likely adversely affect the market price of our common stock.    Our quarterly operating results may vary depending on a number of factors, including:
 
·
Unexpected cost in developing our software to be utilized in our platform;
 
·
demand of buyers and sellers to use and transact business on our platform;
 
·
actions taken by our competitors, including new product introductions, fee schedules, pricing policies and enhancements;
 
·
cash flow problems that may occur;
 
·
the quality and success of, and potential continuous changes in, sales or marketing strategies assuming that we successfully develop our platform;
 
·
the timing, completion, cost and effect of our development and launch of a planned Forex trading platform;
 
·
the size and frequency of any trading errors for which we ultimately suffer the economic burden, in whole or in part;
 
·
changes in demand for our products and services due to the rapid pace in which new technology is offered to customers in our industry;
 
 ·
costs or adverse financial consequences that may occur with respect to regulatory compliance or other regulatory issues, particularly relating to laws, rules or regulations that may be enacted with a focus on the active trader market; and
 
·
general economic and market factors that affect active trading, including changes in the securities and financial markets.
 
Our industry is intensely competitive, which will make it difficult to attract and retain customers.
 
The markets for online forex brokerage services and Internet-based trading tools, and real-time market data services is intensely competitive and rapidly evolving, and there has been substantial consolidation of those three products and services occurring in the industry. We believe that competition from large online brokerage firms and smaller brokerage firms focused on active traders, as well as consolidation, will substantially increase and intensify in the future. Competition may be further intensified by the size of the active trader market.  We believe our ability to compete will depend upon many factors both within and outside our control. These include: price pressure; the timing and market acceptance of new products and services and enhancements developed by us and our competitors; the development and support of efficient, materially error-free Internet-based systems; product and service functionality; data availability and cost; clearing costs; ease of use; reliability; customer service and support; and sales and marketing decisions and efforts.
 
 
 
11

 
 
There is no guarantee that we will adequately be able to protect our  properties and software licenses which may have a negative impact on our operations.
 
While we will seek to protect our technology that we will develop, it will not be possible for us to detect all possible infringements of our software, text, designs and other works of authorship. Also, copyright protection does not extend to functional features of software and will not be effective to prevent third parties from duplicating any of our future-developed software's capabilities through engineering research and development. In addition, our technology and intellectual property may receive limited or no protection in some countries, and the global nature of the Internet makes it impossible to control the ultimate destination of our work.
 
If our future-developed software is found to infringe on the copyrights or patents of a third party, the third party or a court or other administrative body could require us to pay royalties for past use and for continued use, or to modify or replace the software to avoid infringement. We cannot assure you that we would be able to modify or replace this software.
 
Any of these claims, with or without merit, could subject us to costly litigation, divert our technical and management personnel and materially and adversely affect our business and operations.
 
The nature of our business may result in potential liability to customers which would have a negative impact upon our results of operations.
 
Many aspects of the forex brokerage business, including online trading services, involve substantial risks of liability. In recent years there has been an increasing incidence of litigation involving the securities brokerage industry, including class action and other suits that generally seek substantial damages, including in some cases punitive damages. In particular, our future proprietary order routing technology will be designed to automatically locate, with immediacy, the best available price in completing execution of a trade triggered by programmed market entry and exit rules. There are risks that the electronic communications and other systems upon which these products and services rely, and will continue to rely, or our products and services themselves, as a result of flaws or other imperfections in their designs or performance, may operate too slowly, fail or cause confusion or uncertainty to the user. Major failures of this kind may affect all customers who are online simultaneously. Any such litigation could have a material adverse effect on our business, financial condition, results of operations and prospects.
 
We may not be able to make future acquisitions and new strategic alliances, and, even if we do, such acquisitions and alliances may disrupt or otherwise negatively affect our business.
 
Our business plan contemplates that we may make acquisitions in complementary companies, technologies and assets.  Future acquisitions are subject to the following risks:
 
·
we may not be able to agree on the terms of the acquisition or alliance, such as the amount or price of our acquired interest;
 
·
acquisitions and alliances may cause a disruption in our ongoing business, distract a relatively new management team and make it difficult to implement or maintain our systems, controls and procedures;
 
·
we may acquire companies or make strategic alliances in markets in which we have little experience;
 
·
we may not be able successfully to integrate the services, products and personnel of any acquisition or new alliance into our operations;
 
·
we may be required to incur debt or issue equity securities to pay for acquisitions, which may be dilutive to existing shareholders, or we may not be able to finance the acquisitions at all; and
 
·
our acquisitions and strategic alliances may not be successful, and we may lose our entire investment.

 
 
 
12

 
 
In addition, we will face competition from other parties, including large public and private companies, venture capital firms, and other companies, in our search for suitable acquisitions and alliances. Many of the companies we will compete with for acquisitions have substantially greater name recognition and financial resources than we have, which may limit our opportunity to acquire interests in new companies, technologies and assets or create strategic alliances. Even if we are able to find suitable acquisition candidates or develop acceptable strategic alliances, doing so may require more time and expense than we expect because of intense competition.

The international nature of our business will add additional complexity and risks to our business.
 
The nature of the foreign currency business will bring us into contact with different countries and markets. We hope to continue to expand further in international markets. Our international business may be subject to a variety of risks, including:
 
•           market risk or loss of uncovered transactions;
 
•           governmental regulation and political instability;
 
•           collecting international accounts receivable and income;
 
•           the imposition of barriers to trade and taxes; and
 
•           difficulties associated with enforcing contractual obligations and intellectual property rights.
 
These factors may have a negative effect on any future international operations and may adversely affect our business and operations.  We may not be able to compete effectively with other providers of e-commerce services.
 
Concerns regarding security of transactions and transmitting confidential information over the Internet may adversely affect our business.
 
We believe that concern regarding the security of confidential information transmitted over the Internet, including, for example, business requirements, credit card numbers and other forms of payment methods, prevents many potential customers from engaging in online trading. If we do not add sufficient security features to future product releases, our services may not gain market acceptance or we may face additional legal exposure.
 
Despite the measures we plan to take in the areas of encryption and password or other authentication software devices, our future infrastructure, like others, will be potentially vulnerable to physical or electronic break-ins, computer viruses, hackers or similar problems caused by employees, customers or other Internet users. If a person circumvents our security measures, that person could misappropriate proprietary information or cause interruptions in our operations. Security breaches that result in access to confidential information could damage our reputation and expose us to a risk of loss or liability. These risks may require us to make significant investments and efforts to protect against or remedy security breaches, which would increase the costs of maintaining our websites.
 
Our e-commerce capability depends on real-time accurate product information.
 
We may be responsible for loading information into our database and categorizing the information for trading purposes. This process entails a number of risks, including dependence on our suppliers both to provide us in a timely manner with accurate, complete and current information and to update this information promptly when it changes. If our suppliers do not provide us in a timely manner with accurate, complete and current information, our database may be less useful to our customers and users and may expose us to liability. We cannot guarantee that the information available in our database will always be accurate, complete and current or comply with governmental regulations either due to third-party or internal errors. This could expose us to liability or result in decreased acceptance of our products and services, which could have a material and adverse affect on our business and operations. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers. In addition, our contracts with the third-party data suppliers must be renewed on a regular basis and the costs for such information may increase, with our company having little or no negotiating influence in such a situation.
 
 
 
 
13

 
 
Our market is characterized by rapid technological change, and we may not be able to keep up with such change in a cost-effective way.
 
Our market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could render eventually our future-developed technology obsolete. If we are unable to respond successfully to these developments or do not respond in a cost-effective way, our business and operations will suffer. To be successful, we must adapt to our rapidly changing market by continually improving the responsiveness, services and features of our products and services, by developing or acquiring new features to meet customer needs and by successfully developing and introducing new versions of our Internet-based e-commerce business software on a timely basis. The life cycles of the software that will be used to support our e-commerce services are difficult to predict because the market for our e-commerce will be new and emerging and will be characterized by changing customer needs and industry standards. The introduction of on-line products employing new technologies and industry standards could render our future-developed system obsolete and unmarketable. If a new software language becomes the industry standard, we may need to rewrite our future-developed software to remain competitive, which we may not successfully accomplish in a timely and cost-effective manner.
 
In addition, as traffic to our platform increases, if at all, we may need to expand and upgrade our technology, transaction processing systems and network hardware and software. We may not be able to project accurately the rate of growth in our on-line businesses. We also may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate increased use of our on-line businesses, which would have a material and adverse affect on our business and operations.
 
An unexpected event, such as a power or telecommunications failure, fire or flood, or physical or electronic break-in at any of our facilities or those of any third parties on which we rely, could cause a loss of critical data and prevent us from offering services. If our hosting and information technology services were interrupted, including from failure of other parties' software that we integrate into our technology, our business and the businesses of our marketplaces using these services would be disrupted, which could result in decreased revenues, lost customers and impaired business reputation for us and them. As a result, we could experience greater difficulty attracting new customers. A failure by us or any third parties on which we rely to provide these services satisfactorily would impair our ability to support the operations of our services and could subject us to legal claims.
 
In addition, to a large extent, our company's profits will be dependent upon the operation of its internal risk management system. There is no guarantee that such system will operate successfully in every eventuality.
 
Anti-takeover provisions and our right to issue preferred stock could make a third party acquisition of us difficult.
 
Forex is a Nevada corporation. Anti-takeover provisions of Nevada law tend to make it difficult for a third party to acquire control of us, even if a change in control would be beneficial to our shareholders. In addition, our board of directors may issue preferred stock with voting or conversion rights that may have the effect of delaying, deferring or preventing a change of control. Preventing a change of control could adversely affect the market price of Forex common stock and the voting and other rights of holders of Forex common stock.
 
Our common stock price is highly volatile.
 
The market price of our common stock is highly volatile, as the stock market in general, and the market for Internet-related and technology companies in particular, has been highly volatile. Our shareholders may not be able to resell their shares of our common stock following periods of volatility because of the market's adverse reaction to this volatility.  Factors that could cause this volatility may include, among other things:
 
•           announcements of technological innovations and the creation and failure of B2B marketplaces;
 
•           actual or anticipated variations in quarterly operating results;
 
•           new sales formats or new products or services;
 
•           changes in financial estimates by securities analysts;
 
•           conditions or trends in the Internet, B2B and other industries;
 
•           changes in the market valuations of other Internet companies;
 
•           announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures;
 
 
 
 
 
14

 
•           changes in capital commitments;
 
•           additions or departures of key personnel;
 
•           sales of our common stock; and
 
•           general market conditions.
 
Many of these factors are beyond our control.
 
ITEM 1B. UNRESOLVED STAFF COMMENTS
 
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1B. Unresolved Staff Comments. However, at this time, there are no unresolved staff comments.
 
ITEM 2. PROPERTIES

The Company’s headquarters and operations office is located at Moria 30 Avenue, Haifa, Israel 34572 c/o Mrs. Franco the Company CEO and President.  The Company is not paying rent to Mrs. Franco for using this facility, as such future minimum payments of obligations under the commitment to contribute to the operating lease are $0.  During 2011 the Company leased two virtual offices in Las Vegas Nevada and in Dallas, Texas paying approximately $250 per month for each virtual office.  The virtual leases have terminated.
 
ITEM 3. LEGAL PROCEEDINGS
 
From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business.   There is currently no litigation that management believes will have a material impact on the financial position of the Company.
 
On or about June 13, 2011 the Company initiated a complaint against an individual and website for defamation, intentional interference with prospective economic advantage, negligent and violations of business and professions code. The Complaint was filled with the Superior Court of the State of California - County of San Diego. .  On August 22, 2011, the defendants filed a notice of motion to strike the complaint under the anti-slapp statute. On September 14, 2011, a request for dismissal, without prejudice was submitted to the court by the Company.

On January 20, 2012 the defendant’s motion was heard by the court and the judge ruled in favor of the defendant as a default judgment and awarded attorney fees and court costs in the amount of $21,462.  The Company has retained an attorney and has filed a motion to vacate the judgment.
 
Other than the above, we are currently unaware of any such additional 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.
 
ITEM 4. MINE SAFERY DISCLOSURES

Not applicable.

PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
On December 29, 2010, our common stock began trading on the OTC Bulletin Board under the symbol “FXIT”.   The Company is authorized to issue 400,000,000 of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock.  As of December 31, 2010, 63,586,666 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.  As of December 31, 2011, 34,248,585 shares of common stock were issued and outstanding and 45,000 shares of preferred stock Series B were issued and outstanding. As of April 5, 2012, 34,248,585 shares of common stock were issued and outstanding and 45,000 shares of preferred stock Series B were issued and outstanding. The Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.
 
 
 
 
15

 
 
Market Information
Our common stock commenced quotation on the OTCBB and OTCQB under the symbol “FXIT” as of December 29, 2010. The following table sets forth the range of high and low prices per share of our common stock for each period indicated.   

Quarters Ended
 
Mar 31
   
Jun 30
   
Sept 30
   
Dec 31
 
   
High
   
Low
   
High
   
Low
   
High
   
Low
   
High
   
Low
 
2011
  $ 0.57     $ 0.30     $ 0.50     $ 0.10     $ 0.12     $ 0.03     $ 0.07     $ 0.007  
2010
  $ n/a     $ n/a     $ n/a     $ n/a     $ n/a     $ n/a     $ 0.32     $ 0.28  

Record Holders

The number of holders of record for our common stock as of December 31, 2010 was approximately 31, and as of December 31, 2011 approximately 47.

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.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have equity compensation plans authorized.

Recent Issuances of Unregistered Securities

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 December 31, 2011.

Common Shares:

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, including but not limited to 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.  The Company received DTC eligibility in December 2010.

On April 23, 2010, the Company entered into an Employment Agreement (the “Dunckel 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 was granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis.  In consideration for the Forex NYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. The transaction was unwound during July 2011.  

Between December 2010 and on or around January 5, 2011, the Company issued 3,655,631 restricted shares to accredited investors at an aggregate purchase price of $548,345.  
 
 
 
16

 

 
On January 17, 2011 the Company issued to Core Consulting Group (“Core”) 700,000 restricted shares as part of the Company consideration under consulting agreement. Core is was serving as the Company’s Investor relations firm.

On January 27, 2011, the Company issued 324,234 shares to AT Limited (“ATL”) for certain draws on a note to pay expenses in the amount of $71,736.  The note payable balance to ATL was reduced by the amount of those prepaid expenses. The Company did not deliver the shares to ATL (“Undelivered Shares”). Based on settlement agreement said 324,234 common shares been surrendered back to the Company. (See below Preferred shares Series B).

On March 28, 2011 the Company issued to William Jordan (“WJ”) 10,000 restricted shares under a consulting agreement. WJ served as consultant to the Company in connection with referral to third parties.
 
On April 5, 2011, the Company and Mladen Poropot, a shareholder of the Company, entered into an agreement whereby the parties agreed to convert the $200,000 6% Convertible Debenture, which was in default, and was assigned by APH to Mladen Poropot, into 2,500,000 shares of common stock.
 
On June 29, 2011, pursuant to the terms of, and in consideration for Centurion entering into, the Investment Agreement, the Company issued 1,214,224 shares of Common Stock to Centurion as a commitment fee in connection with the Investment Agreement (the "Commitment Shares") and 86,730 shares of the Common Stock representing fees incurred by Centurion in connection with the Investment Agreement (the "Fee Shares"), in each case based upon a deemed valuation per share equal to 100% of the volume-weighted average price of the Company's Common Stock for the 5 trading days immediately preceding the date of the Investment Agreement.

All the above shares of common stock of the Company were offered and sold by the Company in a securities purchase transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Series A Preferred Shares (cancelled at yearend)
On April 5, 2011, the Company entered into a Share Exchange Agreement with HAM pursuant to which it acquired 1,996 ordinary shares of Triple from HAM representing 5% of the issued and outstanding ordinary shares of Triple.  After taking into account the effect of this Agreement with HAM, the Company presently owns just under 50% of Triple.  In consideration of the shares, the Company issued HAM 12,000 shares of Series A Preferred Stock and a 6% Convertible Debenture due June 30, 2011 for the amount of $600,000 (the “HAM Note”).  The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 4,000,000 shares of common stock.  Furthermore, the Series A Preferred Stock votes on an as-converted basis multiplied by three and carries standard anti-dilution rights.  The Series A Preferred Stock does not carry preferential liquidation rights.  

On April 5, 2011, the Company and APH, which owned 33,000,000 shares of common stock and a 6% Convertible Debenture in the amount of $1,000,000, entered into an agreement whereby APH agreed to extend the maturity date of the APH Note from February 15, 2011 to June 30, 2011.  Further, APH agreed that its right to return 16,000,000 shares of common stock to the Company in consideration for the issued and outstanding securities of Triple 8 is of no force and effect.  In consideration of the above, the Company agreed to return the 33,000,000 shares of common stock held by APH  and issue APH 100,000 shares of Series A Preferred Stock.  The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 33,333,333 shares of common stock. The Series A Preferred Stock votes on an as- converted basis multiplied by three and carries standard anti-dilution rights.

In order to expedite the closing of the Annulment, the Company, APH, HAM and CDOO entered into a Settlement and Foreclosure Agreement. As part of said settlement and Foreclosure Agreement, APH and HAM have also agreed to return to the Company for cancellation all of the APH Stock and all of the HAM Stock. As a result of the cancellation of the APH Stock and the HAM Stock, APH and HAM will no longer own securities in the Company and the  Series A Preferred Stock has been cancelled.

Series B Preferred Shares
On July 8, 2010, the Company issued a Convertible Promissory Note to AT Limited (“ATL”) in the aggregate principal amount of $500,000 (the "Forex Note"). In consideration for the Company issuing the Forex 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 was to make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note. On November 8, 2010, ATL agreed that various loans in the principal amount of $71,736 (the "Prepaid Amount") provided by ATL to the Company should be converted into shares of common stock. On January 18, 2011, the Company issued 324,234 common shares of the Company to ATL in settlement of the Prepaid Amount in lieu of cash payment in the amount of the Prepaid Amount, but such shares were not delivered to ATL (the "Undelivered Shares"). The Company did not deliver the shares to ATL.
 
 
17

 

On November 1, 2011, the Company and the ATL Indebted Parties entered into a Settlement Agreement (the "Agreement") whereby without admitting any wrongdoing on either part, the parties thereby settled all previous agreements and resolved any existing disputes. Under the terms of the Agreement, the Company agreed to issue the Indebted Parties 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis, and the Undelivered Shares were returned to the treasury of the Company. The Series B Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 15,000,000 common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights.

Director Agreements

On April 23, 2010, the Company issued Mr. Dunckel, former Chief Executive Officer, 4,000,000 shares of common stock in conjunction with his April 2010 employment agreement.
 
In conjunction with their respective Board of Directors’ agreements with the Company, in 2010, the Company agreed to issue Mr. Glass, and Mr. Reich 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 an annual basis at the commencement of each term.  

On March 7, 2011, Mr. Reich and Mr. Glass each had their agreements with the Company modified to receive restricted shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25%.

On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Secretary of the Company.   On March 4, 2011, the Company entered into an Employment Agreement with Liat Franco whereby the Company will employ Ms. Franco as its Secretary for a term of one year (the “Term”).   For her services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term. On November 15, 2011, Liat Franco was appointed by the Company to serve as the Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director of the Company. The total compensation package to Mrs. Liat for 2011 (which including her time devoting for the Annulment agreement) was set to $50,000.

The above issued securities were offered and sold in transactions made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. As of the date hereof, other than 4,000,000 shares of common stock in conjunction with Mr. Dunckel April 2010 employment agreement, the Company has not issued the shares of common stock to its directors.

Issuer Purchases of Equity Securities

Treasury Stock
On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program as of April 25, 2011. Under the program, the Company is authorized to purchase up to 1,000,000 of its shares of common stock in open market transactions at the discretion of management. All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of the date of this filing, the Company repurchased 38,000 of its common shares in the open market, which will be returned to treasury.

 
18

 
 
 
 
   
Total Number of
Share Purchased
 
Average
Price Paid
 
Shares Purchased
Under Repurchase Plan
 
Shares Remaining
Under Repurchase
 
                   
Month
                 
                   
                   
May 2011
   
23,500
 
$
0.4095
   
23,500
   
976,500
 
August 2011
   
9000
 
$
0.1007
   
9,000
   
967,500
 
November 2011
   
5500
 
$
0.0964
   
5,500
   
962,000
 
Weighted-average price paid per share
   
38,000
 
$
0.2910
   
38,000
       
 
ITEM 6. SELECTED FINANCIAL DATA
 
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 6. Selected Financial Data.

ITEM 7. 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

On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which is a currency trading platform organized under the laws of Cyprus. The agreement 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 and Canadian clients. The Company maintains a corporate website under the domain www.forex-international-trading.com.

Triple 8 Acquisitions and Divestiture
 
On November 17, 2010,we entered into a Share Exchange Agreement (the transaction was effectively closed on December 30, 2010) to acquire 17,924 common shares, representing 44.9% of the issued and outstanding shares of Triple 8 Limited (“Triple 8”) from A.P. Holdings Limited (“APH”) (the “APH Agreement”).  In consideration for its purchase, Forex issued 25,000,000 shares of common stock and a Note Payable (the “APH Note”) in the principal amount of $1,200,000, bearing interest at an annual rate of 6% and was convertible into 6 million shares of common stock.  The APH Note was originally due on February 15, 2011.  Concurrently, certain shareholders of Forex agreed to surrender 70,000,000 shares of the Company’s common stock for cancellation to avoid diluting the ownership of other existing shareholders.
 
Following the purchase of Triple 8 shares from APH, we entered into another Share Exchange Agreement to acquire 1,996 common shares, or 5% of the issued and outstanding common shares of Triple 8, from the H.A.M. Group Limited (“HAM”).  As a result, our ownership of Triple 8 increased to 49.9% of the issued and outstanding common shares.  As consideration for its purchase, Forex issued HAM 12,000 shares of Series A Preferred Stock and a 6% Convertible Debenture for $600,000, due June 30, 2011 (the “HAM Note”).  The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share, thus representing 4,000,000 shares of common stock of the Company.
 
Forex defaulted on both its note payable to APH and on its obligation under the HAM Note.  In order to avoid costly litigation and the potential detrimental impact of a judgment to the Company, Forex entered into an agreement to annul its purchases of Triple 8 stock.  As a part of the Annulment:
 
·  
Triple 8 has agreed to pay Forex $2,001,000 (the “Triple Payments”) over time through November 2012.  If Triple 8 fails to make any of the payments for a period of 60 days, it must transfer the original number of its common shares (17,924) purchased back to the Company.  In addition, Triple 8 is not entitled to have any previous payments returned.
 
 
 
19

 
 
 
·  
Forex issued a new $1,000,000 promissory note (the "CDOO Note") to an assignee of HAM and APH as consideration for the termination of the APH Note and the HAM Note which were both in default.  The assignee has the ability to foreclose on all shares of Triple 8 held by the Company.  The CDOO note bears interest at an annual rate of ten percent (10%) and is due and payable in full on November 30, 2012.  In the event that Triple 8 fails to make the Triple Payments, then the amount payable under the CDOO Note is to be reduced by half of the amount of any missed payment.
 
·  
APH and HAM have agreed to return all of their stock holdings to the Company for cancellation.
 
The Annulment closed on December 7, 2011, and Forex received its initial Triple Payment of $732,000 in cash at that time. Subsequently, the Company has received Triple payments of $73,214, $68,214 and $78,214 for the months of January, February and March 2012,
 
Forex initially accounted for its acquisition of Triple 8 using the acquisition method as prescribed by GAAP.  Under the acquisition method, the acquirer must recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their acquisition date fair values.  Although the Company acquired less than 50% of the ownership of Triple 8, the use of the acquisition method and the accounting treatment of Triple 8 was considered appropriate because Forex believed that it had both significant influence over the operations of Triple 8 as well as equity investment risk as the Triple 8’s primary beneficiary.  The basis behind the determination that Forex had acquired control of Triple 8 even though it owned a minority stake in Triple 8, was that an employee of the Company became the sole member of the Board of Triple 8’s operating subsidiary and continued to be in that role until late June  2011.  In addition, Forex believed that Triple 8 was subject to consolidation under GAAP as a Variable Interest Entity.
 
However in June 2011, Triple 8’s operating subsidiary’s management unilaterally removed our Company’s employee from its Board and asserted its control over business operations.  Since then, the Company has reevaluated its determinations that it had acquired control of Triple 8 and that Triple 8 was subject to consolidation as Variable Interest Entity. As a result, management has concluded that it never really had control and that the use of the acquisition method of accounting was not appropriate.  Upon reconsideration, management also concluded that Triple 8 was not subject to consolidation as a Variable Interest Entity essentially because the Company had no equity investment at risk. In coming to these conclusions, Forex considered the following:
 
1.  
The fair value of the consideration paid in both of the Share Exchange Agreements is questionable.  The original consideration included the Company’s stock and notes payable.  Given that the fair value of the Company’s stock and the fair value of Triple 8 was difficult to determine and that the Company never made any cash payments for its obligations under the notes payable, there is a legitimate argument that no consideration was paid for the Triple 8 stock received under the Share Exchange Agreements.
 
a.  
With respect to exchange value of the Company’s stock, management takes into account that at the time of the Share Exchange Agreements the Company’s stock was not trading.  [Since then, the Company’s stock has been a thinly traded penny stock that has had a high level of price volatility with respect to what stock has been traded and has not been rated by any analysts.]
 
b.  
With respect to value in use of the would-be acquiree, management takes into account that at the time of the Share Exchange Agreements Triple 8 was a newly formed entity in business for only 2 years.  Under the circumstances, any valuation of Triple 8 would be highly subjective.  A market or cost approach to valuing Triple 8 was not feasible and an income approach requires highly subjective estimates about future operations, profits, and cash flows.
 
c.  
The Company’s failure to make debt payments and the continuing revisions indicate that the Company’s Notes Payable were of little value to Triple 8’s sellers.
 
2.  
The unilateral removal of the Company’s employee from the Triple 8 Board and Triple 8’s operating subsidiary management assertion of its control over business operations indicates the Company’s inability to control Triple 8.
 
These considerations have led the Company to conclude that the purchase of Triple 8 involved no consideration.  Furthermore, the Share Exchange Agreement transactions do not meet the conditions necessary to qualify as a business combination achieved without the transfer of consideration under GAAP.
 
The Company has also considered the use of the equity method and the cost method of accounting in connection with the Share Exchange Agreement transactions for the purchase of Triple 8.  Generally, GAAP requires that investments in common stock or in entities over which the investor can exercise significant influence, but not control, be accounted for using the equity method.  Otherwise, an investment should be accounted for at cost. In addition, the Company believes that its investment in Triple 8 should be accounted for at cost during the period from the closing of the APH Agreement through to the date of the annulment agreement.  While the Company did not have significant influence over Triple 8 during that period, the counterparties to the annulment agreement acknowledged the Company’s investment by entering into the annulment agreement.  Therefore, these financial statements have been restated to present the investment in Triple 8 on a cost basis, as cost being determined by the market value of the Company’s stock paid and the stated value of the note payable issued under the APH Agreement.  The gain on settlement of Triple 8 is accounted for as other income in the 2011 statement of operations.
 
 
 
 
20

 
 
Forex NYC & Wheatley Acquisitions and Divestitures:
 
On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of FNYC Interest on a fully diluted basis.  In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company acquired additional thirty percent (30%) of the issued and outstanding membership interest of FNYC Interest on a fully diluted basis. In consideration for the additional FNYC Interest, the Company will issue and sold to Forex NYC 675,000 shares of common stock of the Company. Forex NYC is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Forex NYC is a based Forex investment training facility.
 
On February 23, 2011, the Company entered into a Securities Purchase Agreement with a third party, LLC organized under the jurisdiction of New York (“Wheatley”), pursuant to which the Company to acquire fifty percent (50%) of the issued and outstanding   membership interest of Wheatley (the “Wheatley Interest”) on a fully diluted basis. In consideration for the Wheatley Interest, the Company agreed to issue and sell to Wheatley 1,125,000 shares of common stock of the Company. Wheatley is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place.  On December 18, 2010, the Company entered into a Securities Purchase Agreement with affiliated corporation to Wheatley (“Forex NYC”) pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis.  In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company agreed to acquire an additional thirty percent (30%) of the issued and outstanding membership interest of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the additional FNYC Interest, the Company agreed to issue and sell to Forex NYC 675,000 shares of common stock of the Company.  Due to the failures of Wheatley and Forex NYC to deliver the required conditions under the agreement and especially failure to provide audited financial statements prepared in accordance with US GAAP, it is the Company’s position that the agreements entered February 23, 2011 are void and, as a result, the closings of such interest in Wheatley and Forex NYC did not occur. On or about May 4, 2011, Mr. Michael Weissman notified the Company on potential defaults associated with the agreements the Company entered with Wheatley and/or Forex NYC. The Company’s position is that Mr. Weissman, Forex NYC and Wheatley are in default with the agreements it entered with the Company. On May 9, 2011, Mr. Weissman resigned as vice president from the Company effective immediately. On July 2011, the Company and the Forex NYC and Wheatley parties unwound the above transactions. Forex NYC returned their 1,000,000 shares to the Company for cancellation. Due to the fact that the Company knew that there the shares would be surrendered, the shares have been treated as returned to Treasury Stock at June 30, 2011.

As part of finalizing the Wheatley and Forex NYC acquisitions, on February 24, 2011 the Company entered into a consulting agreement for M&A activities with Cross Point Capital Advisors (“Cross Point”).  The Company agreed to pay Cross Point a consulting fee of $150,000 in cash plus retainer of $9,500 per month for the next 18 months commencing on April 1, 2011 for bringing the Company M&A-related opportunities, and for structuring and advising the Company on those opportunities, pending the closing of the Wheatley and FOREX NYC transactions.  Due to the fact that the Wheatley and FOREX NYC transactions did not close, the Company has not commenced paying the agreed-upon monthly fees to Cross Point. The Company paid the $150,000 fee.
 
The Company continues to operate its website under www.4xint.com which is blocked for US and Canadian clients in accordance with the Software Licensing Agreement entered with Triple 8 in April 2010.

2011 and 2010 Results of Operations:
This section of the report should be read together with Notes of the Company’s consolidated financials as well as the disclosures in this filing.

The consolidated statements of operations for the years ended December 31, 2011 and December 31, 2010 are compared (subject to the above description) in the sections below:
 
 
 
 
21

 
 
Revenues
The following table summarizes our revenues for the years ended December 31, 2011 and December 31, 2010:
 
Year ended December 31,
 
2011
   
2010
 
Total revenues
 
$
10,616
   
$
148,281
 
 
The Company earned $616 and $128,281 income from foreign currency operations for the years ended 2011 and 2010, respectively.
The Company had had significantly lower revenues from foreign currency operations in 2011, as compared to 2010, as the Company relied on Triple 8 to handle the transactions and did not desire to compete with Triple 8 through its website. The Company’s Triple 8 investment was acquired on December 30, 2010 and sold on December 7, 2011.

The Company entered into a six month consulting agreement in September 2010. The Company earned $10,000 and $20,000 in consulting income for the years ended in 2011 and 2010, respectively. The Company recorded bad debts of $30,000 in 2011, as the Company was unable to collect the consulting revenues.
   
Operating Expenses
The following table summarizes our operating expenses for the years ended December 31, 2011 and December 31, 2010:
 
Year ended December 31,
 
2011
   
2010
 
Total operating expenses
 
$
$1,527,321
   
$
515,717
 
 
The Company had significant operating costs (including professional and consulting fees, compensation and travel costs) associated with the Company’s investment in Triple 8 in 2011, as compared to 2010. In addition, the Company recorded bad debt expense of $170,000 in 2011 for a non-performing loan and uncollectible consulting fee.   

Net interest income (expense)
The following table summarizes our net interest income for the years ended December 31, 2011 and December31, 2010:
 
 Year ended December 31,
 
2011
   
2010
 
Interest income
 
$
36,844
   
$
0
 
Interest expense
 
$
(165,298)
   
$
(72,818)
 
Net interest expense
 
$
(128,454)  
   
$
(72,818)
 


On November 1, 2011, the Company swapped its existing convertible notes outstanding to Series B Preferred Stock.  The Series B Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 15,000,000 shares of common stock.  We anticipate that interest expense in fiscal 2012 should be lower as a result of exchanging the convertible debt for Preferred Shares.

Liquidity and Capital Resources

Our cash and cash equivalents were $411,656 and $460,149 for the years ended December 31, 2011 and 2010, a decrease of $48,493.  The decrease in our cash and cash equivalents is primarily the result of a larger operating loss in fiscal 2011.

Cash flows used in operating activities for the years ended December 31, 2011 and 2010 was $(646,244), and $(108,100), respectively. The Company had significant operating costs (including professional and consulting fees, and compensation and travel costs) associated with the Company’s investment in Triple 8 in 2011, as compared to 2010.   

Cash flows provided by (used in) investing activities for the years ended December 31, 2011 and 2010 was $580,465 and $(61,187), respectively. In 2011, the Company received $731,980 in proceeds from the sale of the Company’s 49.9% interest in Triple 8, which was partially offset by $150,000 note issued to Fortune Marketing Media, Inc.   

Cash flows provided by financing activities for the years ended December 31, 2011 and 2010 was $17,286 and $629,129, respectively. .  During 2010, the Company completed restricted registered offering of common stock to accredited investors, raising $200,000, and issued advances on equity in the amount of $520,000 for a private placement. The Company also received $28,345 from the remainder of the private placement shares that were issued in January 2011.  
 
 
 
22

 

 
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 obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources.  There is no guarantee that these sources will be available at all or available on acceptable terms.

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.    In order to implement our business plan and pay various administrative expenses on a minimal basis for 12 months, we expect that we will need approximately $50,000 per month, minimum.   We expect to be able to remain in operation for a period of 8 months with cash on hand. We also expect to receive monthly collections from our settlement agreement with Triple 8 to support our operations in 2012. It is likely that the Company will have to raise additional capital in the next 8 months to continue operations. The required funds may not be available on acceptable terms, which would adversely affect the financial performance and continuing operation of the Company.   

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 including the state of the worldwide economy and financial markets, which are outside Forex's control.

Debt Financing Arrangements

Rasel, LTD - Affiliated Party (During 2010)
On October 6, 2009 the Company signed a Note Payable for $25,000 payable to Rasel due on October 6, 2010 at 4% per annum.   The proceeds were used to pay for half of an existing Accounts Payable 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 due on October 20, 2010 at 4% per 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 due on October 30, 2011 at 4% per 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. On March 2, 2011 the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012 in consideration of adding a conversion feature to said note with either a 5% discount to the market price or a fixed price of $0.60. The extension of maturity was agreed to be effective as of December 30, 2010,

The accrued balance of the notes including interest as of December 31, 2011 is $135,548.

A.T. Limited, APH Note, H.A.M Note – Convertibles Note and Accrued Interest

APH Note and H.A.M Note:
As partial payments for the Triple 8 interest’s acquisitions (see disclosure in prior sections of this filling) the Company issued convertible Note to APH and HAM. A 6% Convertible Note in the principal amount of $1,200,000 due February 15, 2011 (the “APH Note”) and a 6% Convertible Debenture due June 30, 2011 for the amount of $600,000 (the “HAM Note”). As previously disclosed in the Company’s Quarterly Report for the quarters ended September 30, 2011 and June 30, 2011, the HAM Note and the APH Note were in default and the parties were negotiating a further extension of the maturity date of the HAM Note and the APH Note.  The APH Note was assigned to a third party. On September 29, 2011, the Company received a formal notice of default from the holders of the HAM Note and the APH Note demanding payment of the notes and advising that they intend to take immediate legal action against the Company. In order to expedite the closing of the Annulment, the Company, APH, HAM and Cordellia d.o.o., a Croatian company ("CDOO"), third party which is not affiliated with the Company entered into a Settlement and Foreclosure Agreement (the "Settlement Agreement"), whereby the Company provided CDOO, as the assignee of HAM and APH, with the ability to foreclose on all shares of Triple 8 held by the Company in consideration of the termination of the APH Note and the HAM Note, which were in default, and the issuance of a new promissory note in the name of CDOO in the principal amount of $1,000,000 (the "CDOO Note").

ATL Note:
On July 8, 2010, the Company issued a Convertible Promissory Note to a third party - 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.
 
 
 
23

 
 

 
On November 1, 2011, the Company and the ATL Indebted Parties entered into a Settlement Agreement (the "Agreement") whereby without admitting any wrongdoing on either part, the parties thereby settled all previous agreements and resolved any existing disputes. Under the terms of the Agreement, the Company agreed to issue the Indebted Parties 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis, and the Undelivered Shares were returned to the treasury of the Company. The Series B Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 15,000,000 common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights.

Through various settlement agreements described herein, all convertible notes have been cancelled as of the date of this filing.

Cordellia d.o.o.:
As disclosed above, in order to expedite the closing of the Triple 8 Annulment, the Company, APH, HAM and Cordellia d.o.o., a Croatian company ("CDOO"), third party which is not affiliated with the Company entered into a Settlement and Foreclosure Agreement (the "Settlement Agreement"), whereby the Company provided CDOO, as the assignee of HAM and APH, with the ability to foreclose on all shares of Triple 8 held by the Company in consideration of the termination of the APH Note and the HAM Note, which were in default, and the issuance of a new promissory note in the name of CDOO in the principal amount of $1,000,000 (the "CDOO Note"). The CDOO note bears interest at the rate of ten percent (10%) per annum and is due and payable in full on November 30, 2012. In the event that Triple 8 fails to make the Triple Payments, then the amount payable under the CDOO Note shall be reduced by half of the amount of the missed payment. In addition, APH and HAM have also agreed to return to the Company for cancellation all of the APH Stock and all of the HAM Stock and APH, HAM and CDOO have provided a full release of the Company. As a result of the cancellation of the APH Stocks and the HAM Stocks, APH and HAM will no longer own securities in the Company.

Via various settlement agreements described herein, all convertible notes have been cancelled as of the date of this filing.

Critical Accounting Policies and Use of Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements, the reported amounts and classification of revenues and expenses during the periods presented, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis and material changes in these estimates or assumptions could occur in the future. Changes in estimates are recorded on the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances and at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates if past experience or other assumptions doe not turn out to be substantially accurate.

We believe that the accounting policies described below are critical to understanding out business, results of operations, and financial condition because they involve significant judgments and estimates used in the preparation of our consolidated financial statements. An accounting is deemed to be critical if it requires a judgment or accounting estimate to be made based on assumptions about matters that are highly uncertain , and if different estimates that could have been used, or if changes in the accounting estimates that are reasonably likely to occur periodically , could materially impact our consolidated financial statements. Other significant accounting policies, primarily those with lower levels of uncertainty than those discussed below, are also critical to understanding our consolidated financial statements. The notes to our consolidated financial statements contain additional information related to our accounting policies and should be read in conjunction with this discussion.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the reporting periods. Significant estimates include valuation of goodwill, the useful lives of tangible and intangible assets, depreciation and amortization, allowances for doubtful account and credit losses, valuation of common and preferred stock issuances, and the valuation allowance on deferred tax assets. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.
 
 
 
24

 

 
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 raise funds, 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.

Notes and Short-Term Receivable

The note and short-term receivable are carried at cost, which approximates fair value.  The Company measures the impairment of loans based on its historical loan collection experience and existing economic conditions.  Impairment of the loan is recognized when management believes it is probable that payments will not be received on some portion of the loan, which is determined on an individual loan basis. When management determines that a loan is impaired it is placed on non-accrual status, and an allowance for loan losses is established to recognize the estimated amount of impairment.  Payments received on non-accrual loans are generally applied to the outstanding principal balance.  Loans are removed from non-accrual status when management believes that the borrower will resume making the payments required by the loan agreement.
 
Impairment of long lived assets

The Company evaluates the fair value of long-lived assets on an annual basis or whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. Accordingly, any impairment of value is recognized when the carrying amount of a long-lived asset exceeds its fair value. No impairment losses have been recognized at December 31, 2011 and 2010.

Revenue Recognition
Income from foreign currency operations is earned by referring potential customers to foreign exchange trading companies.  The Company’s websites identify potential customers with a short-term foreign exchange trading need.  Foreign exchange trading companies remit a percentage of their revenues to the Company in exchange for customer leads, which the Company recognizes when the exchange trading occurs.
 
The Company recognizes consulting fees when services have been rendered.
 
Share-Based Compensation
 
The Company calculates stock-based compensation expense including compensation expense for all share-based payment awards made to employees and directors including employee stock options, stock appreciation rights and restricted stock awards based on their estimated grant date fair values.  The value of the portion of the award that is ultimately expected to vest is recognized as an expense on a straight-line basis over any required service period.  No such expenses were recognized during the year ended December 31, 2011 and $40,000 was recognized during the year ended December 31, 2010.
 
 
New Accounting Pronouncements
 
In July 2010, the FASB issued ASU 2010-20, “Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” The new disclosure guidance expands the existing requirements and will lead to greater transparency into a company’s exposure to credit losses from lending arrangements. The new disclosures of information as of the end of a reporting period became effective for both interim and annual reporting periods ending on or after December 15, 2010. Specific disclosures regarding activity that occurred before the issuance of the ASU, such as the allowance roll forward and modification disclosures, is required for periods beginning on or after December 15, 2010. The Company has included the required disclosures in its consolidated financial statements.
 
The Company has implemented all new accounting pronouncements that are in effect that are applicable.   These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
 
 
25

 

 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The information required by Item 8 appears at Page F-1, which appears after the signature page to this report.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
On December 30, 2011 (the “Dismissal Date”), the Company advised Eugene M. Egeberg, CPA (the “Former Auditor”) that he was dismissed as the Company’s independent registered public accounting firm.  The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on December 30, 2011.  The reports of the Former Auditor on the Company’s consolidated financial statements for the years ended December 31, 2010 and July 31, 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
 
During the years ended December 31, 2010 and July 31, 2010, and through the Dismissal Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such years.

During the years ended December 31, 2010 and July 31, 2010, and through the Dismissal Date, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of this letter was filed as Exhibit 16.1 to the Form 8KA filed January 6, 2012.
 
New independent registered public accounting firm
 
On December 28, 2011 (the “Engagement Date”), the Company engaged Rosen, Seymour, Shapss, Martin & Company LLP (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2011.  The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.
 
During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

1.  
application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.  
any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304
 
 
26

 
 
 
ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the applicable period to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

As a smaller reporting company, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many smaller reporting companies, the Company will continue to work with its external auditors and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.  The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management's review of key financial documents and records.

As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.
 
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 
·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;
 
 
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations and provide only reasonable assurance, not absolute assurance, with respect to financial statement preparation and presentation. The design of an internal control system reflects resource constraints and the benefits must be considered relative to the costs of implementing and maintaining the system.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. This assessment was based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, other than the control weakness mentioned above, we believe that as of December 31, 2011 the Company’s internal control over financial reporting was not effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the fourth quarter of 2011 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
 
27

 
 
ITEM 9A(T). CONTROLS AND PROCEDURES
 
Not applicable.

ITEM 9B. OTHER INFORMATION

Investment Agreements
On June 27, 2011, the Company entered into an investment agreement (the "Investment Agreement") with Centurion Private Equity, LLC ("Centurion") pursuant to which the Company may issue registered, tradable shares of its common stock, par value $0.00001 per share (the "Common Stock"), up to $10,000,000 over a 36-month period.   Pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement"), the Company agreed to register the shares issuable under the Investment Agreement.  Any use of this funding mechanism will be entirely at the Company's discretion.

Subject to an effective registration statement, the Company may submit a notice to Centurion from time to time, as and when the Company deems appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that the Company is entitled to put in any one notice is such number of shares of common stock as equals $250,000 subject to certain volume limitations.  The put price of the securities to Centurion will equal the lesser of: (i) 98% of the average of the lowest three daily volume weighted average price, or "VWAPs," of our common stock during the fifteen trading day period beginning on the trading day immediately following the date Centurion receives our put notice (the "Market Price") or (ii) the Market Price minus $0.01. The Investment Agreement provides that the Company must deliver an advance put notice to Centurion at least five business days but no more than ten business days prior to any intended put date. The advance put notice must provide the number of shares included in the put and the put date. Pursuant to the terms of, and in consideration for Centurion entering into, the Investment Agreement, the Company issued 1,214,224 shares of Common Stock to Centurion as a commitment fee in connection with the Investment Agreement (the "Commitment Shares") and 86,730 shares of the Common Stock representing fees incurred by Centurion in connection with the Investment Agreement (the "Fee Shares"), in each case based upon a deemed valuation per share equal to 100% of the volume-weighted average price of the Company's Common Stock for the 5 trading days immediately preceding the date of the Investment Agreement.

The Company may terminate the facility at any time for any reason during an Extended Put Period (as defined in the Investment Agreement), provided that such termination shall have no effect on the parties' other rights and obligations under the Investment Agreement and the Registration Rights Agreement. The Investment Agreement contains customary representations and warranties of each of the Company and Centurion. There are circumstances under which we will not be entitled to put shares to Centurion in accordance with the terms and conditions of the Investment Agreement.    

In addition, the Company executed a Registration Rights Agreement with Centurion whereby the Company agreed to register a number of shares of its Common Stock equal to the Commitment Shares, the Fee Shares, any shares of Common Stock to be issued in connection with a put and any shares resulting from a dividend, stock split, exchange, reclassification or similar distribution. The Company agreed to file a registration statement with the Securities and Exchange Statement to register such shares within 60 days and to have such registration be effective within 120-150 days and to keep such registration statement, or additional registration statements if necessary, remain effective until either all of the registered shares are sold or the shares may be sold in accordance with Rule 144 of the Securities Act of 1933, as amended.
 
In connection with the Investment Agreement, the Company issued the Commitment Shares and the Fee Shares to Centurion. These securities were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.  The issuance did not involve any general solicitation or advertising by us. Centurion acknowledged the existence of transfer restrictions applicable to the securities sold by us. Certificates representing the securities sold contain a legend stating the restrictions on transfer to which such securities are subject.  The commitment fee for the transaction has been capitalized under Other Assets.
 
PART III
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
 


 
28

 


Below are the names and certain information regarding our executive officers and directors:

Name
 
Age
 
Position with the Company
         
Liat Franco
 
36
 
Chief Executive Officer, President, Treasurer, Secretary and Director
Erik Klinger
 
42
 
Chief Financial Officer and Director
         
 Liat Franco - On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Secretary of the Company.   Mrs. Franco graduated with a B.A. Magna Cum Laude from the University of California at Los Angeles and holds a J.D. from the UCLA School of Law in California where she specialized in corporate law, which she received in 2003.  Prior to joining the Company, Mrs. Franco served as a Security Officer for foreign consulate in Beverly Hills, California, from 2003 until 2009.  From 2009 to the present Mrs. Franco has served as a lecturer on contract law and evidence law at foreign college. On March 4, 2011, the Company entered into an Employment Agreement (the “Employment Agreement”) with Liat Franco whereby the Company will employ Ms. Franco as its Secretary for a term of one year (the “Term”).   On November 15, 2011, Liat Franco was appointed by the Company to serve as the Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director of the Company.  

Erik Klinger - On December 20, 2011, effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer and a Director of the Company.  Mr. Klinger’s principal objectives will be to assist in the deployment of the Corporation’s assets, management and oversight of the Corporation’s financial statements and filings with the Securities and Exchange Commission and to perform due diligence on proposed acquisition targets, if any. Mr. Klinger has extensive experience in Private Equity, Management Consulting, and Entrepreneurship. During his career, Mr. Klinger has worked with small companies to Fortune 500 companies.  From May 2011 to present, Mr. Klinger has served as a partner at Ocelot Partners in Los Angeles, California, a company that provides due diligence services both on the buy side and on the sell side of transactions.  From the years 2004 to 2011, Mr. Klinger was a Partner at Mindshift Partners, which focused on providing pre-audit preparation to public and private companies.  As a Private Equity Associate at Orchard Capital from 1999 - 2001, he analyzed, structured, and helped to close leveraged buyouts of companies, and served on the Board of Directors of a large private airfreight carrier.  Formerly, Mr. Klinger worked at Price Waterhouse (New York office) from 1994 - 1997, where his client work focused on process improvement and systems integration. Mr. Klinger earned a Masters of Business Administration from the Anderson School at UCLA in 1999 and earned a Bachelor’s Degree in Engineering Sciences modified with Economics from Dartmouth College in 1992.

Our directors are elected for a term of one year or until their successors are elected and qualified.

Family Relationships

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

Involvement in Certain Legal Proceedings

To our knowledge, during the last ten years, none of our directors and executive officers has:

 
·
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 
·
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
  
 
·
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
 
 
 
 
29

 

 
 
·
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 
·
Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  

CORPORATE GOVERNANCE

Committees

As we increase the number of Directors in the future, we intend to appoint an audit committee. Accordingly, we will designate a director as an "audit committee financial expert", as that term is defined in the rules of the Securities and Exchange Commission, at such time.

The Board of Directors does not have a standing nominating committee. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors in accordance with our bylaws and Nevada law.

Meetings may be held from time to time to consider matters for which approval of our Board of Directors is desirable or is required by law.
 
Agreements with Officers and Directors

On April 23, 2010, the Company entered into the Dunckel Agreement with Darren Dunckel (“Dunckel”) whereby the Company will employ Dunckel as its Chief Executive Officer for a term of two years (the “Term”).   For his services during the Term as Chief Executive Officer of the Company,  Dunckel received annual compensation  of $120,000  or $10,000 per month.  Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement, of which he assigned or sold 1,000,000.    Dunckel also received 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. On November 15, 2011, Darren Dunckel resigned as an executive officer and director of the Company.
 
On July 29, 2010, Anita Atias and Stewart Reich were elected as members of the Board of Directors of the Company.  On August 5, 2010, Mr. William Glass was elected as a member of the Board of Directors.  Mr. Reich and Mr. Glass were each to initially 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 March 4, 2011, the Company amended the Director Agreements by and between the Company and William Glass and Stewart Reich whereby Mr. Glass and Mr. Reich will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis.  The shares of common stock will be restricted as required under the Securities Act of 1933, as amended. On November 15, 2011, William Glass and Stewart Reich resigned as directors.

On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Secretary of the Company.  For her services during the Term as Secretary, the Company will  issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term. On November 15, 2011, Liat Franco was appointed by the Company to serve as the Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director of the Company.   The entire compensation of Mrs. Franco as the Company’s President (on top of her compensation as the Company’s Secretary) was set as $50,000 for the year ended December 31, 2011.

Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer and a Director of the Company.  Mr. Klinger’s principal objectives will be to assist in the deployment of the Corporation’s assets, management and oversight of the Corporation’s financial statements and filings with the Securities and Exchange Commission and to perform due diligence on proposed acquisition targets, if any. Since his appointment in January, a company controlled by Mr. Klinger has received compensation  of $3,500 per month for part-time services..
 
 
30

 


Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. During the fiscal year ended December 31, 2011, our Chief Executive Officer and Chief Financial Officer did not file the required reports under Section 16.
 
Code of Ethics
We have adopted a Code of Ethics that applies to all officers, directors and employees. The Company will provide to any person without charge a copy of such code of ethics upon written request to the Company at its registered offices.
 
ITEM 11. EXECUTIVE COMPENSATION
 
The following tables set forth all compensation paid in respect of our Chief Executive Officer and our most highly compensated three executive officers (collectively, the "Named Executive Officers") for the year ended December 31, 2011 and for the year ended December 31, 2010.

Summary Compensation Table

Name and
  
 
Salary
   
Bonus
   
Restricted Stock Awards
   
Option Awards
   
Non-Equity Incentive Plan Compensation
   
Nonqualified Deferred Compensation Earnings
   
All Other Compensation
   
Total
 
 
  Position
Year 
 
($)
   
($)
   
($)
   
($)
   
($)
   
( $)
   
($)
   
($)
 
                                                   
Moshe J. Schnapp
CEO(1)
2010
   
28,286
     
0
     
0
     
0
     
0
     
0
     
0
     
28,286
 
                                                                   
Darren Dunckel CEO (2)
2010
   
88,459
             
40,000
     
0
     
0
     
0
     
0
     
128,459
 
                                                                   
Darren Dunckel CEO (2) 2011    
107,500
     
0
     
0
     
0
     
0
     
0
      107,500       
107,500
 
                                                                   
Liat Franco 2011    
50,000
     
0
     
4,159
     
0
     
0
     
0
     
0
     
54,159
 
                                                                   

(1)  
Resigned as an executive officer and director in 2010.
(2)  Resigned as an executive officer and director in 2011 (during 2011 the Company disbursed Mr. Dunckel $37,014 for travel expenses which is not included in his $107,500 base compensation).
 
 
 
 
31

 
 
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.

Per the Dunckel Agreement whereby the Company employed Darren Dunckel as its Chief Executive Officer until November 15, 2011 when he resigned, the Company paid  $107,500 as compensation and additional $37,014 for travel costs for the year ended on December 31, 2011.
 
Per the Officer and Directors agreements, the Company accrued $34,800 as compensation for the year ended on December 31, 2011 since commencement.

Per the Franco Agreement whereby the Company employed Liat Franco as its Chief Executive Officer, the Company accrued $50,000 as salary and related compensation for the year ended on December 31, 2011.

Per the Klinger Agreement whereby the Company employed Erik Klinger as its Chief Financial Officer, the Company accrued $6,500 as salary and related compensation for the year ended on December 31, 2011.
 
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.

Director Compensation

Pursuant to the respective board of directors'  agreements between the Company and each director, Mr. Reich, and Mr. Glass will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis.  The shares of common stock will be restricted as required under the Securities Act of 1933, as amended.
 
For services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term. The entire compensation of Mrs. Franco as the Company’s President (in addition to her compensation as the Company’s Secretary) was set as $50,000 for the year ended December 31, 2011.

On December 29, 2010, Mrs. Atias resigned as a director of the Company due to a potential conflict of interest.  Ms. Atias is currently the Operations Manager for Online Trading Academy, and the Company operates in a similar industry. Ms. Atias was not compensated by the Company for her services.


Name
 
Fees Earned or Paid in Cash
($)
   
Stock
Awards ($)
   
Stock
Options ($)
   
Non-equity
Incentive Plan
Compensation ($)
   
Non-Qualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total ($)
 
Darren Dunckel*   
   
107,500
       
     
   
0
     
0
     
0
     
0
     
107,500
 
William Glass
   
0
     
    15,321
     
0
     
0
     
0
     
0
     
 15,321
 
Stewart Reich   
   
0
     
15,321
     
0
     
0
     
0
     
0
     
 15,321
 
Liat Franco
   
50,000
     
      5,159
     
0
     
0
     
0
     
0
     
 54,159
 
 
*) During 2011 the Company reimbursed Mr. Dunckel $37,014 for his traveling expenses on top of his $107,500 base salary.

Outstanding Equity Awards at Fiscal Year-End

Other than the above disclosure there are no outstanding equity awards outstanding at December 31, 2011.
 
 
 
32

 
 

 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth the beneficial ownership of our company's common stock as of April 5, 2012, as to
 
 
·
each person known to beneficially own more than 5% of the Company's common stock
 
 
·
each of our directors
 
 
·
each executive officer
 
 
·
all directors and officers as a group
 
Unless otherwise indicated, each of the stockholders can be reached at our principal executive offices located at  Moria 30 Ave., Haifa, Israel 34572.

Name of Beneficial Owner
 
Common Stock Beneficially Owned (1)
   
Percentage of Common Stock (1)
 
Darren Dunckel (3)
   
3,000,000
     
8.76
%
Stewart Reich (3)
   
0
     
*
 
William Glass (3)
   
0
     
*
 
Liat Franco (2)
   
0
     
*
 
Erik Klinger (2)
   
0
     
*
 
A. T. Limited (4)
   
5,000,000
     
10.15
%
Watford Holding Inc. (4)
   
5,000,000
     
10.15
%
James Bay Holding Inc. (4)
   
5,000,000
     
10.15
%
Mladen Poropot
   
2,833,333
     
8.27
%
                 
Total Officers and Directors (2 persons)
   
3,000,000
     
8.76
%
 
* less than 1%,
 
(1) Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table. The above is based on 34,248,585 shares of common stock outstanding as of April 5, 2012.
 
(2) Officer and/or director of the Company.

(3) Resigned as an executive officer and/or director.
 
(4) Assumes the full conversion of Series B Preferred Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On April 23, 2010, the Company entered into the Dunckel Agreement to employ Dunckel as its Chief Executive Officer for a term of two years (the “Term”).   For his services during the Term as Chief Executive Officer, the Company will pay Dunckel compensation of  $120,000 to be paid on a monthly basis at a rate of $10,000 per month.  Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement.   Dunckel 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. Mr. Dunckel resigned from his duties as an officer and director with the Company on November 15, 2011.
 
 
 
33

 
 
 
On July 29, 2010, Anita Atias and Stewart Reich were elected as members of the Board of Directors of the Company.  On August 5, 2010, Mr. William Glass was elected as a member of the Board of Directors.  Mr. Reich and Mr. Glass 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%.  Mrs. Atias has since resigned from the Board due to a conflict of interest. On March 4, 2011, the Company amended the Director Agreements by and between the Company and William Glass and Stewart Reich whereby Mr. Glass and Mr. Reich will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis.  The shares of common stock will be restricted as required under the Securities Act of 1933, as amended. Mr. Glass and Mr. Reich resigned as Directors of the Company on November 15, 2011.
 
On January 18, 2011, Mrs. L. Franco was appointed by the Company to serve as the Secretary of the Company.  For her services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended.  In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term. The entire compensation of Mrs. Franco as the Company’s President (on top of her compensation as the Company’s Secretary) was set as $50,000 for the year ended December 31, 2011.

Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer and a Director of the Company.  Mr. Klinger’s principal objectives will be to assist in the deployment of the Corporation’s assets, management and oversight of the Corporation’s financial statements and filings with the Securities and Exchange Commission and to perform due diligence on proposed acquisition targets, if any. Since his appointment in January, a company controlled by Mr. Klinger has received compensation of $3,500 per month for part-time services.

Rasel, LTD - Affiliated Party (During 2010)

On October 6, 2009 the Company signed a Note Payable for $25,000 payable to RASEL, LTD (“Rasel”) (an affiliated entity) due on October 6, 2010 at 4% per 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 (a Company Shareholder) due on October 20, 2010 at 4% per 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 (a Company Shareholder) due on October 30, 2011 at 4% per 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. On March 2, 2011 the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012 in consideration of adding a conversion feature to said note with either a 5% discount to the market price or a fixed price of $0.60. Said extension of maturity was agreed to be effective as of December 30, 2010, the accrued balance of the notes including interest as of December 31, 2011 is $135,548.

Procedures for Approval of Related Party Transactions

Our Board of Directors is charged with reviewing and approving all potential related party transactions.  All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Director Independence

In 2011 Board of Directors has determined that Mrs. Franco and Mr. Klinger are each independent directors as of December 31, 2011 based on the definition of independence in the listing standards of the NASDAQ Corporate Governance Rules.  Mr. Klinger was, subsequent to the year end, appointed as the Chief Financial Officer of the Company and, as a result, Mr. Klinger is no longer considered independent.  In 2010, Board of Directors has determined that Mr. Reich and Mr. Glass  are each independent directors as of December 31, 2010 based on the definition of independence in the listing standards of the NASDAQ Corporate Governance Rules.  The Board of Directors is currently evaluating committee charters with the goal of establishing a Compensation Committee, Governance and Nominating Committee and an Audit Committee.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We engaged Eugene M. Egeberg, CPA as our auditor for the fiscal year ended December 31, 2010 (and 2009).
 
 
 
34

 

 Audit Fees. The aggregate fees accrued for  professional services rendered for the audit of our annual financial statements for the years ended December 31, 2010 and 2009 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during these fiscal years were $10,000 for 2010 and $2,500 for 2009. The audit fees incurred in 2010 are not comparable to other periods, because the Company a) restated their financials during the year due to the incorrect classification of certain startup-related expenses in 2009, among other items, and b) the Company changed their fiscal year in 2010 to end on December 31, 2010 from July 31, 2010.
 
On December 30, 2011 (the "Dismissal Date"), we dismissed Eugene M. Egeberg, CPA (the "Former Auditor") as the Company's independent registered public accounting firm. The decision to dismiss the Former Auditor as the Company's independent registered public accounting firm was approved by the Company's Board of Directors on December 30, 2011. The reports of the Former Auditor on the Company's consolidated financial statements for the years ended December 31, 2010 and July 31, 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. During 2011 and until Dismissal Date we incurred $9,000 in fees for professional services rendered for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q.
 
On December 28, 2011 (the "Engagement Date"), the Company engaged Rosen, Seymour, Shapss, Martin & Company LLP ("New Auditor") as its independent registered public accounting firm for the Company's fiscal year ended December 31, 2011. The decision to engage the New Auditor as the Company's independent registered public accounting firm was approved by the Company's Board of Directors.
 
The aggregate fees accrued for  professional services rendered for the audit of our annual financial statements for the years ended December 31, 2011 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during these fiscal years were $9,000 for 2011 for the Former Auditor. In fiscal 2012, in lieu of additional work required by the New Auditor that relate to restatement of prior year’s financials, the Company and the New Auditors agreed to modify their fees to $55,000 from $30,000.
 
We incurred $12,500 fees to an accountant for tax advice and tax compliance services during the fiscal years ended December 31, 2010.

The Company’s board has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.
  
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
Exhibit No.
 
Description
3.1
 
Certificate of Incorporation of Forex International Trading Corp. (6)
3.2
 
Bylaws of Forex International Trading Corp. (6)
3.3
 
Certificate of Designation for Series A Preferred Stock (14)
3.4
 
Certificate of Designation for Series B Preferred Stock
4.1
 
Convertible Promissory Note issued by the Company to ATL dated July 8, 2010 (3)
4.2
 
Secured and Collateralized Promissory Note issued by ATL to the Company dated July 8, 2010 (3)
4.3
 
Collateral and Security Agreement by and between Forex International Trading Group and ATL dated July 7, 2010 (3)
4.4
 
Promissory Note issued to Rasel Ltd. Dated October 6, 2009(7)
4.5
 
Promissory Note issued to Rasel Ltd. Dated October 20, 2009 (7)
4.6
 
Letter Agreement between Rasel Ltd. and Forex International Trading Corp. dated January 22, 2011 (8)
4.7
 
Letter Agreement by and between Forex International Trading Group and ATL dated November 8, 2010(9)
4.8
 
6% Convertible Note issued to APH (11)
4.9
4.10
 
6% Convertible Debenture issued to HAM  dated April 5, 2011 (14)
Promissory Note dated November 30, 2011 issued to Cordellia d.o.o. in the amount of $1,000,000 (18)
10.1
 
Software Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple (1)
10.2
 
Employment Agreement dated April 23, 2010, by and between Forex International Trading Corp and Darren Dunckel (2)
10.3
 
Letter Agreement by and between Forex International Trading Corp. and Anita Atias, dated July 29, 2010 (4)
10.4
 
Letter Agreement by and between Forex International Trading Corp. and Stewart Reich, dated July 29, 2010 (4)
10.5
 
Letter Agreement by and between Forex International Trading Corp. and Mr. William Glass, dated August 6, 2010 (5)
10.6
 
Share Exchange Agreement by and between Forex International Trading Corp. and APH (10)
10.7
 
Letter Agreement by and between Forex International Trading Corp., APH, Medirad Inc. and Rasel Ltd. (11)
10.8
 
Letter Amendment by and between Forex International Trading Corp. and William Glass, dated March 4, 2011 (13)
10.9
 
Letter Amendment by and between Forex International Trading Corp. and Stewart Reich, dated March 4, 2011 (13)
10.10
 
Employment Agreement by and between Forex International Trading Corp. and Liat Franco, dated March 7, 2011 (13)
10.11
 
Agreement between Forex International Trading Corp. and APH dated April 5, 2011 (14)
10.12
 
Conversion Agreement between MP and Forex International Trading Corp. dated April 5, 2011 (14)
10.13
 
Share Exchange Agreement between Forex International Trading Corp. and dated April 5, 2011 (14)
10.14
 
Agreement to Unwind and Mutual Release dated as of July 11, 2011 by and between Forex International Trading Corp., Forex NYC and Wheatley Investment Agreement by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)
10.15
 
Registration Rights Agreement with Centurion by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)
10.16   Settlement Agreement between AT Limited and Forex International Trading Corp.
10.17   Settlement Agreement by and between Forex International Trading Corp., A.T. Limited, Watford Holding Inc. and James Bay Holdings, Inc. dated November 1, 2011 (17)
10.18   Settlement and Foreclosure Agreement between Forex International Trading Corp., AP Holdings Limited, H.A.M Group Limited and Cordellia d.o.o.(18)
10.19   Annulment of Share Purchase Agreement dated December 5, 2011 between Triple 8 Limited, AP Holdings Limited, H.A.M Group Limited and 888 Markets (Jersey) Limited (18)
10.20   Promissory Note issued to Forex International Trading Corp. dated December 13, 2011 (19)
10.21
 
Stock Pledge Agreement executed by Fortune Market Media Inc. dated December 13, 2011 (19)
21.1
 
List of Subsidiaries
31.1
 
Certification of Chief Executive 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
31.2   Certification of Chief 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 Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS
 
XBRL INSTANCE DOCUMENT
EX-101.SCH
 
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL
 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF
 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB
 
XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

(1)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2010
(2)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 28, 2010
(3)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2010
(4)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 3, 2010
(5)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 9, 2010
(6)  
Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.
(7)  
Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on November 2, 2009.
(8)  
Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on January 29, 2010.
(9)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 22, 2010
(10)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 17, 2010
(11)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2011
(12)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 2, 2011
(13)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 9, 2011
(14)  
Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011
(15)  
Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 20, 2011
 (16) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 29, 2011
(17)
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 9, 2011
(18)
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 12, 2011
(19)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 16, 2011
 
 
35

 



  
 SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
 
 
 
 
FOREX INTERNATIONAL TRADING CORP.
(Registrant)
 
       
Date: April 13, 2012
By:
/s/ Liat Franco
 
   
Liat Franco
 
   
Chief Executive Officer, President,
 
   
Secretary, Treasurer and Director
 
   
(Principal Executive
 
   
 Officer)
 
       
 
By:
/s/ Erik Klinger
 
   
Erik Klinger
 
   
Chief Financial Officer and Director
 
       
   
(Principal Financial Accounting and
 
   
Financial Officer)
 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
             
             
/s/Liat Franco
 
Liat Franco
 
Director, CEO, President, Treasurer and Secretary
 
April 13, 2012
             
/s/ Erik Klinger
 
Erik Klinger
 
Director and CFO
 
April 13, 2012
             
             
             



 

 
 
 
36

 

 
 

FOREX INTERNATIONALTRADING CORP.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010





TABLE OF CONTENTS

   
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
F-2 – F-3
   
CONSOLIDATED FINANCIAL STATEMENTS
 
   
Consolidated Balance Sheets as of December 31, 2011 and 2010
F-4
   
Consolidated Statements of Operations for the Two Years Ended December 31, 2011
F-5
   
Consolidated Statements of Changes in Stockholders’ Equity for the Two Years Ended December 31, 2011
F-6
   
Consolidated Statements of Cash Flows for the Two Years Ended December 31, 2011
F-7 – F-8
   
Notes to Consolidated Financial Statements
F-9 – F-20
   






 
F-1

 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Forex International Trading Corp.


 
We have audited the accompanying consolidated balance sheet of Forex International Trading Corp. and Subsidiaries (the “Company”) as of December 31, 2011, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Forex International Trading Corp. as of December 31, 2011 and the consolidated results of its operations and its cash flows for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
 
We also audited the restatements as described in Note 3 that were applied to the Company’s consolidated balances sheet as of December 31, 2010 and the related consolidated statements of stockholders’ equity and cash flows for the year then ended.  In our opinion, such restatements are appropriate and have been properly applied.
 

 
 
/s/ Rosen Seymour Shapss Martin & Company LLP
CERTIFIED PUBLIC ACCOUNTANTS
 
New York, New York
April 9, 2012
 


 
F-2

 


 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors and Stockholders
Forex International Trading Corp.
 

 
 
We have audited, before the effects of the adjustments for the correction of the errors described in Note 3, the accompanying consolidated balance sheet of Forex International Trading Corp. as of December 31, 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended December 31, 2010.  The 2010 consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, except for the errors described in Note 3, the 2010 consolidated financial statements present fairly, in all material respects, the consolidated financial position of Forex International Trading Corp. as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America.
 
We were not engaged to audit, review, or apply any procedures to the adjustments for the correction of the errors described in Note 3 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Rosen Seymour Shapss Martin & Company LLP.
 
/s/Eugene M Egeberg 
Eugene M Egeberg 
Certified Public Accountant

 
Baltimore, Maryland
April 5, 2012


 
F-3

 
 
 
 

 
FOREX INTERNATIONALTRADING CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 2011 and 2010
 
 
 
   
December 31,
 
             
   
2011
   
2010
 
         
(Restated)
 
ASSETS
           
             
Current assets :
           
Cash and cash equivalents
  $ 411,656     $ 460,149  
Accounts receivable
    -       20,000  
Note and short term receivables, net of allowance for credit losses of
         
     $100,000 and $0 as of December 31, 2011 and 2010, respectively
    1,319,900       423,148  
Prepaid expenses and other current assets
    10,655       3,236  
Total current assets
    1,742,211       906,533  
                 
Property and equipment, net
    13,944       17,661  
                 
Investment in private company
    -       8,700,000  
                 
Other assets
    17,560       270,239  
                 
 Total assets
  $ 1,773,715     $ 9,894,433  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities :
               
Accounts payable and accrued expenses
  $ 501,016     $ 186,541  
Notes payable and accrued interest
    1,142,492       1,208,800  
Total current liabilities
    1,643,508       1,395,341  
                 
Long-term liabilities:
               
Notes payable and accrued interest, net of debt discount of
               
 $0 and $75,890 in 2011 and 2010, respectively
    -       578,768  
                 
Total liabilities
    1,643,508       1,974,109  
                 
Commitments and contingencies
               
                 
Stockholders' equity:
               
Series A Preferred stock, $0.00001 par value, 20,000,000 and 0 shares authorized;
 
 0 shares issued as of December 31, 2011 and 2010, respectively
    -       -  
                 
Series B Preferred stock, $0.00001 par value, 20,000,000 and 0 shares authorized;
 
 45,000 and 0 shares issued as of December 31, 2011 and 2010,  respectively
    -       -  
                 
Common stock - $0.00001 par value, 400,000,000 shares authorized; 34,248,585
               
 and 63,586,666 shares issued and outstanding as of December 31, 2011
         
 and 2010, respectively
    343       636  
                 
Treasury stock at cost; 38,000 and 0 at December 31, 2011 and 2010, respectively
    (11,059 )     -  
Additional paid-in capital
    1,372,333       8,410,039  
Accumulated deficit
    (1,231,410 )     (490,351 )
                 
Total stockholders' equity
    130,207       7,920,324  
                 
       Total liabilities and stockholders' equity
  $ 1,773,715     $ 9,894,433  
                 
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
 
F-4

 

 

 
FOREX INTERNATIONALTRADING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
Two Years Ended December 31, 2011
 
 
             
   
2011
   
2010
 
             
Revenue :
           
Income from foreign currency  operations
  $ 616     $ 128,281  
Consulting and services
    10,000       20,000  
Total revenue
    10,616       148,281  
                 
General and administrative expenses
    1,527,321       515,717  
                 
Loss from operations
    (1,516,705 )     (367,436 )
                 
Other income (expense):
               
Gain on sale of investment in private
    904,100       -  
Interest expense, net of interest income of $36,844 and $0
         
 in 2011 and 2010, respectively
    (128,454 )     (72,218 )
Total other income (expense)
    775,646       (72,218 )
                 
Loss before income taxes
    (741,059 )     (439,654 )
                 
Income tax expense
    -       -  
                 
Net loss
  $ (741,059 )   $ (439,654 )
                 
Net loss per share:
               
Basic and diluted
  $ (0.02 )   $ (0.00 )
                 
Weighted average number of common shares outstanding:
         
Basic and diluted
    41,795,274       95,827,580  
                 
 
 
The accompanying notes are an integral part of these consolidated financial statements.



 
F-5

 
FOREX INTERNATIONALTRADING CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Two Years Ended December 31, 2011
 
   
Series A
   
Series B
               
Treasury
                   
   
Convertible Preferred Stock
   
Convertible Preferred Stock
   
Common Stock
   
Stock at Cost
                   
   
Shares
   
Amount
   
Preferred Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Additional Paid In Capital
   
Accumulated Deficit
   
Total
 
Balances at December 31, 2009
    -     $ -       -     $ -       80,000,000     $ 800       -     $ -     $ -     $ (50,697 )   $ (49,897 )
                                                                                         
Stock issued in private placement, net of offering costs of $50,625
    -       -       -       -       20,000,000       200       -       -       149,175       -       149,375  
Restricted common shares issued to an executive
    -       -       -       -       4,000,000       40       -       -       39,960       -       40,000  
Restricted common shares issued to a consultant
    -       -       -       -       120,000       1       -       -       1,199       -       1,200  
Restricted common shares issued in investment of  44.5 % of Triple 8 Limited
    -       -       -       -       25,000,000       250       -       -       7,499,750       -       7,500,000  
Restricted common shares issued to acquire a 20% interest in Forex NYC
    -       -       -       -       1,000,000       10       -       -       199,990       -       200,000  
Return and cancellation of Medirad shares
    -       -       -       -       (30,000,000 )     (300 )     -       -       -       -       (300 )
Return and cancellation of Rasel LTD shares
    -       -       -       -       (40,000,000 )     (400 )     -       -       -       -       (400 )
Private placement shares issued
    -       -       -       -       3,466,666       35       -       -       519,965       -       520,000  
Net loss
    -       -       -       -       -       -       -       -       -       (439,654 )     (439,654 )
Balances at December 31, 2010 - Restated
    -     $ -       -     $ -       63,586,666     $ 636       -     $ -     $ 8,410,039     $ (490,351 )   $ 7,920,324  
                                                                                         
Additional private placement shares issued
    -       -       -       -       188,965       2       -       -       28,343       -       28,345  
Restricted common shares issued for consulting services
    -       -       -       -       10,000       -       -       -       2,000       -       2,000  
Restricted common shares issued to ATL for certain draws on a note to pay certain expenses
    -       -       -       -       324,234       3       -       -       71,733       -       71,736  
Restricted common shares issued to investor relations firm
    -       -       -       -       700,000       7       -       -       209,993       -       210,000  
Mladen  Poropat conversion of debt to common shares
    -       -       -       -       2,500,000       25       -       -       199,975       -       200,000  
Restricted common shares issued for commitment fee in investment
    -       -       -       -       1,300,954       13       -       -       149,987       -       150,000  
Issuance of Series A preferred shares to HAM pursuant to share exchange agreement to acquire an additional 5% of Triple 8 Limited
    12,000       -       -       -               -       -       -       1,200,000       -       1,200,000  
Issuance of Series A preferred shares to APH pursuant to share exchange agreement and cancellation of related common shares
    100,000       1       -       -       (33,000,000 )     (330 )     -       -       329       -       -  
Return and cancellation of common shares issued for Forex NYC
    -       -       -       -       (1,000,000 )     (10 )     -       -       (199,990 )     -       (200,000 )
Repurchase of common shares on open market
    -       -       -       -       (38,000 )     -       38,000       (11,059 )     -       -       (11,059 )
Issuance of Series B preferred shares to ATL and in exchange cancellation of common shares as per settlement agreement
    -       -       45,000       -       (324,234 )     (3 )     -       -       3       -       -  
Annulment of 49.5 % investment in Triple 8 Limited
    -       -       -       -       -       -       -       -       (7,499,750 )     -       (7,499,750 )
Cancellation of Series A preferred shares of HAM pursuant to Triple 8 settlement agreement
    (12,000 )     -       -       -       -       -       -       -       (1,200,000 )     -       (1,200,000 )
Cancellation of common stock Series A preferred shares issued to APH pursuant to Triple 8 Limited settlement agreement
    (100,000 )     (1 )     -       -       -       -       -       -       (329 )     -       (330 )
Net loss
    -       -       -       -       -       -       -       -       -       (741,059 )     (741,059 )
Balances at December 31, 2011
    -     $ -       45,000     $ -       34,248,585     $ 343       38,000     $ (11,059 )   $ 1,372,333     $ (1,231,410 )   $ 130,207  
                                                                                         
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-6

 
 
FOREX INTERNATIONAL TRADING CORP.
STATEMENTS OF CASH FLOWS
 TWO YEARS ENDED DECEMBER 31, 2011
 
 
   
2011
   
2010
 
         
(Restated)
 
Cash Flows From  Operating Activities:
           
Net loss
  $ (741,059 )   $ (439,654 )
Adjustments to reconcile net loss to net cash
               
provided by (used in) operating activities:
               
Loss on termination of lease
    -       32,809  
Loss on disposition of joint venture
    -       35,512  
Depreciation  of  property and equipment
    5,232       10,717  
Amortization of intangible assets
    52,679       35,120  
Amortization of debt discount
    41,668       24,110  
Bad debts
    130,000       -  
Gain on sale of disposition of interest in private company
    (904,100 )     -  
Common stock issued to consultants for services rendered
    362,000       1,200  
Common stock issued to an executive
    -       40,000  
Changes in assets and liabilities:
               
Accounts receivable
    (10,000 )     (20,000 )
Prepaid expenses and other current assets
    (7,419 )     (3,236 )
Accrued interest on notes receivable
    (36,657 )     (23,148 )
Accounts payable and accrued expenses
    319,071       160,141  
Accrued interest on notes payable
    142,341       38,329  
                 
Net cash used in operating activities
    (646,244 )     (108,100 )