Forex International Trading Corp. and its fully owned subsidiarysubsidiaries and/or variable interests (“FXIT”Forex”, “FXIT”, or “The Company”the “Company”), a Nevada corporation, is principally engaged via its subsidiaries and/or affiliates in offering foreign currency market trading to non US residents, professionals and retail clients over its web-based trading system. systems.

On March 24, 2010 the Company incorporate fully ownedincorporated its wholly-owned subsidiary in the State of Israel under the name: FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514424985 (“Forex Sub”). To date, Forex Sub didhas not commence anycommenced operations, other than accept perand only accepts bank deposits on behalf of investors, as authorized by the Company.

On April 23, 2010, the Company instructionsentered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its bank account proceeds from investorsChief Executive Officer for a term of two years (the “Term”).  Executive does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer In addition, Executive has been appointed as a member of the Board of Directors of the Company.  For his services during the Term as Chief Executive Officer, the Company will pay Executive a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month.  Executive will also be granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement.  Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay the Executive an annual bonus in the amount of $100,000.  Executive will also receive during the Term such medical, health and disability insurance as the Company agent or long arm.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 17, 2010, the Company entered into a Share Exchange Agreement (the “APH Agreement”) with AP Holdings Limited (“APH”) pursuant to which the Company agreed to acquire 17,924 ordinary shares of Triple 8 Limited, a corporation organized under the laws of Cyprus, engaged in FXIT listedthe business of operating a Forex trading platform (“Triple”).  The securities acquired from APH represent approximately 45% of the issued and outstanding securities of Triple.   Pursuant to the APH Agreement, in consideration  for the securities of Triple, 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.  Further, on December 30, 2010, in order to expedite the transaction and avoid further dilution of the existing shareholders, Medirad Inc. and Rasel Ltd., 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. As of the date of these financial statements contained herein, the Company was on default on the APH Note.

On December 29, 2010, the Company announced that it began trading on the Over the Counter Bulletin Board listings. (OTCBB: FXIT).(OTC) exchange under the symbol FXIT.  The Company’s headquartersCompany also announced in December that it was eligible to receive deposits only from customers outside the US and operational offices are located in West Hollywood, California.Canada.

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 makepay Cross Point a consulting fee of $150,000 in cash plus retainer of $9,500 per month for the information presented not misleading. These financial statements include allnext 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 adjustments that,Wheatley and FOREX NYC transactions.  As a result of the above referenced dispute, the Company has not commenced paying the agreed-upon fees to Cross Point.

The Company defaulted on its note payable to APH in the opinion of management, are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction and the needed adjustments (see below Year End Change )connection with the audited financial statements at July 31, 2010 includedacquisition of Triple.  The note was due on February 15, 2011, but by settlement agreement between the companies, was amended and extended to mature in the Annual Report on Form 10-K and the associated amendments for the year then ended.  The results of operations for the periods presented are not necessarily indicative of the results we expect for the full year.June 30, 2011.

On March 28, 2011 the Company approved issuing to William Jordan ("WJ") 10,000 restricted shares as part of the Company consideration under consulting agreement. WJ served as consultant to the Company.

The Company has approvedexposure to credit risk, liquidity risk and market price risk. The company's Management has overall responsibility for the oversight of the Company's risk management within parameters established by the board of Directors. Triple activities, given the above mentioned risks, are monitored and managed as follows:

Credit risk is the risk of financial loss to the Company if a changeclient fails to meet its margin requirements due to a loss of funds. Clients are required to deposit cleared funds as margin before they can trade. If the clients' margin falls below the minimum margin requirement to maintain a position, they will be issued a margin call.

Market risk arises from open contracts with customers and counterparties. Exposure to market risk is closely monitored in accordance with limits, and reduced through hedging with other institutions. (i.e. clearing the contracts and recognize a loss or revenue from actions in derivative financial instruments). The company is exposed to currency risk for its financial assets and liabilities which are denominated predominantly in US dollars. The gains and losses arising from the company's exposure are recognized in the Company's fiscal year from July 31 to December 31. This change will be effective for the current fiscal year ending December 31, 2010. Consequently the Company’s current fiscal year will end on December 31, 2010 instead of July 31, 2011. As such the Company filling in this report the nineprofit and three months periods ended on September 2010.loss account.

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary and all variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. Control is determined based on ownership rights or, when applicable, whether the Company is considered the primary beneficiary of a variable interest entityentity. The balance sheet of Triple 8 Limited and its subsidiary was consolidated, not including consolidation of Triple 8 Limited (and its subsidiary) operations, as the acquisition took place at yearend. .

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

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

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

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

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

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

The Company is required to consolidate variable interest entities (“VIE's”), where it is the entity’s primary beneficiary. VIE's are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE.  For the periodfiscal quarter ended September 30, 2010,March 31, 2011, the balance sheets and results of operations of FOREX INTERNATIONAL TRADING CORP M.S. LTD, our(our wholly owned subsidiary, which is not active in operation and serving as our agent or long arm, isagent) and Triple were consolidated into these financial statements.

Net loss per share is provided in accordance with ASC Codification Topic 260 Section S99-1 and Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Other than convertible notes (of which the Company took into consideration when calculate losses per share based on fully diluted basis), theThe Company had no2,948,333 dilutive common stock equivalents, such as stock options or warrants as of September 30, 2010 and asthe date of July 31, 2009.these financials.

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

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

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

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

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

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

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

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

On July 8, 2010,The Company owes APH on a short-term note payable in the Company issuedamount of $1,200,000, and $26,800 in accrued interest at 3/31/11, which by settlement agreement between the companies amended and extended to mature in June 30, 2011.  The note and accrued interest are thus classified as a Convertible Promissoryshort-term liability on the financial statements included herein reflecting the anticipated extension of maturity. The Note carries 6% annual interest, and is convertible to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”).  In considerationcommon shares at $0.20 conversion price per share.

The Company entered into a joint venture with a third party to obtain exploring and exporting gold license from the Republic of Ghana. The Company a Securedutilized its contacts, know-how and Collateralized Promissory Noteexpertise to obtain the desire licensing. After the end of the year, it was decided, based on the results of findings gathered in due diligence, to put the development of the joint venture on hold indefinitely, and as such all accrued costs were amortized in the principle amount2010 financial statements.

The Company determined that it had booked certain costs associated with the conversionits offering (mostly legal expenses, and expenses associated with producing its financial statements) as expenses in error, which caused a restatement of the Forex Note, ATL must make a paymentfinancials in 2010.  The net amount to the Company reducing a pro rata amount owed to the Company under the ATL Note.  The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.    No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATLcapitalized is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on foreign Stock Exchanges with an approximate market value acceding $400,000 to the date of this filling (the “ATL Collateral”).  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.$50,626.

The Company recognizes a debt discount for the difference in the face value of the notes -A.T. Limited Notes (“ATL notes”) issued and received by the Company: $100,000. Said Note Discount will be amortized over the life of the Company note –note: two years. The current portion of Note Discount was presented as current assets, while the remaining long term balance was presented as other asset.in Other Assets.

The Company entered intowill assess impairments to goodwill on a joint venture with a third party: EA Emerging Ventures Corp (“EA”)quarterly basis.  To assess possible impairments, we will assess differences between budget to obtain exploringactual on several key operating metrics, including growth in accounts net of churn, and exporting gold license fromalso trading volume on the Republic of Ghana. EA is the controlling party of EMERGING VENTURES (GHANA) LIMITE, which was incorporated in the Republic of Ghana on August 5, 2010 with Company Number: TIN-824V066622 (“EVG”).Triple trading platform.  The Company will utilize its contact, know-how and expertise, trying to obtain JValso assess, on a periodic basis, significant changes in the desire licensing. Pervolatility of Company stock, which could change the understanding with EA,Company’s theoretical cost of equity through the so-called “beta” coefficient, given that Company will not bestock was the beneficial ownercurrency used for the purchase of the Ghana subsidiary, and/or will not participateinterest in the actual exploring costs. The Company role is designated to administrative and obtaining the license, and in return will be the sole distributer of potential gold designated for export and sales.

As of September 30, 2010March 31, 2011 the Company owes $248,602$4,583,040 in payables and accrued expenses, of which $1,200,000 is owed to other trades, including $2,881 to the Company Chairman and $197,427 to Glendon Advisors -controlled by a third party which partner with the Company’s chairman on other un-related businesses.for capitalization of software expenses.

Deferred income tax assets and liabilities are computed annually for the differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable on the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The Company accounts for the income taxes under ASC Codification Topic 740 and SFAS No. 109, “Accounting for Income Taxes”, which requires the use of the liability method.   SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.   Deferred tax assets and liabilities at the end of each period are determined using the current enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

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

The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment.  On the 21st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion.  Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  As of July 12, 2 010,2010, the Company is received a trading symbol (FXIT) but has not commenced trading.  Based on a fixed conversion price of $0.20, the Forex Note in the aggregate amount of $500,000, excluding interest, is convertible into 2,500,000 shares of our common stock.

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

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

The accrued balance of the Forex note including interest as of September 30, 2010March 31, 2011 is $511,507 and as$464,874.  The balance of July 31, 2010 is $503,151.the note was reduced by the Prepaid Amount when the Company paid the Prepaid Amount by issuing 324,324 shares.

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 JulyMarch 31, 2010.2011.

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

On March 26, 2010 the Company entered into agreement with Island Capital Management, LLC for the purpose of obtaining DTC Corporate Eligibility. The Company paid as a fee $2,000 in cash and 120,000 shares of restricted stock for the purpose of obtaining DTC Eligibility, 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 “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”).  As part of his employment agreement, executiveExecutive was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement.Agreement

Per Notice of Effectiveness received on MarchOn May 4, 2010, the Company made on April and May 2010completed an offering. Theequity offering closed on May 4, 2010.  The Company soldin which 20,000,000 shares of par value common stock were sold for $0.01 per share for an aggregate raise of $200,000.

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.  The broker dealershares of common stock were offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or anyRule 506 promulgated under the Securities Act.  The investors are accredited investors as defined in Tule 501 of its affiliates were not compensatedRegulation D promulgated under the Securities Act.

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

To dateOn January 27, 2011, the Company did not file application with The Depository Trust Company which request formissued 324,234 shares to AT Limited for issued being made eligiblecertain draws on a note to pay expenses  in the secondary market.amount of $71,736.  The note payable balance to AT Limited was reduced by the amount of those prepaid expenses.

On March 24,28, 2011 the Company approved issuing to William Jordan ("WJ") 10,000 restricted shares as part of the Company consideration under consulting agreement. WJ served as consultant to the Company in connection with referral to third parties.

On September 7, 2010, the Company incorporate fully owned subsidiary in the State of Israel under the name: FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514-424-985 (“Forex Sub”). To date Forex Sub did not commence any operations other than accept into its bank account proceeds from investorsrestated previously issued audited financial statements to capitalize prior startup expenses, including mostly legal expenses that were initially booked as the Company agent or long arm.expenses.  

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

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

The Company’s headquarterheadquarters located at 49 Front Street, Suite 206, Rockville Centre, New York 11570, and operationits operations office (from June 1, 2009) is located at 1061at1061 ½ N Spaulding Ave,Ave., West Hollywood, CA 90046,90046.  

On July 1,November 17, 2010, the Company entered into a Letter of IntentShare Exchange Agreement (the “LOI”“APH Agreement”) with Forex New York City LLCAP Holdings Limited (“Forex NYC”APH”) pursuant to which Forex NYC agreed to sell andAPH agreement the Company agreed to purchase a 10% interest in Forex NYC in consideration of a convertible debenture in the amount of $200,000 (the “Debenture”). The Debenture will mature on the six month anniversary of the issuance, carry 5% interest and is convertible intoissue 36,000,000 shares of common stock of the Company atas well as a 25% discount6%  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 market price.  In lieuAPH Agreement whereby the number of issuing the Debenture,shares to be delivered by the Company may pay $200,000was reduced from 36,000,000 to 25,000,000.  Further, on December 30, 2010, in cash at closing.  The Company will also acquire an optionorder to acquire an additional 15% of Forex NYC.  The purchase price for such option shall be based on a valuationexpedite the transaction and avoid further dilution of the greaterexisting shareholders, Medirad Inc. and Rasel Ltd., shareholders of $2,000,000 or three times revenue.  The option shall be exercisable commencing on the 30th month followingCompany, have agreed to return an aggregate of 70,000,000 shares of common stock to the Company for cancellation upon closing of the initial acquisition and shall expireAPH Agreement.  The above transaction closed on the 48th month following the closing of the initial acquisition. Except for various miscellaneous provisions, this LOI is non-binding.  The LOI calls for the completion of definitive documentation and completion of due diligence prior to September 1,December 30, 2010.  Final closing is subject to approval of the final definitive agreements by the Boards of Directors of the Company and Forex NYC.  Forex NYC is also required to raise a minimum of $40,000 prior to close.  There is no guarantee that the parties will reach a final agreement, that the Company will be able to raise the required funds to close the transaction or that the transaction will close on the terms set forth as agreed in the LOI.

On July 29,February 7, 2011, the Company entered into a Letter of Intent ("LOI") to acquire up to 40.1% equity interest (the “Interest”) in Nexus Capital Ltd. (“Nexus”), a U.K. regulated investment advisory firm. On March 30, 2011, the LOI was terminated by the Parties.

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.  As a result of the above transactions, if at all.referenced dispute, the Company has not commenced paying the agreed-upon fees to Cross Point.

The company borrowedPer the sumDunckel Agreement whereby the Company is  employing Dunckel as its Chief Executive Officer, the Company accrued $43,600 as salary and related compensation for the three months ended on March 31, 2011.

On July 29, 2010, Anita Atias and Stewart Reich were elected as members of $125,000 from RASEL, LTD (a Company Shareholder)the Board of Directors of the Company.  On August 5, 2010, Mr. William Glass was elected as described in footnote 8.

On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Company: Glendon Advisors (though related to Mr. Schnapp), provided funding toSecretary of the Company.  As of September 30, 2010 Mr. schnapp credit balance amount to $2,881, and Glendon Advisors credit balance amount to $197,427 ($4,881 and $115,924For her services during the Term as of July 31, 2010). Nor Mr. Schnapp neither Glendon Advisors charge the Company with interest for said funding. There is no guarantee that additional funding toSecretary, 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 available from Mr. Schnapp or Glendon Advisors.determined by dividing $6,000 by the market price on the first trading day of the Term.

During the period, Mr. Schnapp did not chargedRasel, LTD - Affiliated Party during 2010 - On October 6, 2009 the Company signed a Note Payable for management$25,000 payable to RASEL, LTD (“Rasel”) (an affiliated entity during 2010) 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 (Duringincurred at the Company’s inception. On October 20, 2009 Mr. Schnapp charged the Company signed a Note Payable for $28,150).$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 March 31, 2011 is $131,798.