During December 2010 and followed during February 2011, the Company entered into series of agreements to acquire 50% of Wheatley and Forex NYC.  A dispute has arisen between the Company and Wheatley and Forex NYC.  Due to the failure of Wheatley and Forex NYC to deliver the required audited financial statements prepared in accordance with US GAAP,as required at the closing of the transaction, it is therefore the Company’s position that the agreements entered February 23, 2011 are voidclosing requirements were not met, and that as a result, the closings of such interest in Wheatley andtransactions were not consummated.  On July 2011, the Company unwound its agreement with Forex NYC, did not occur.  The Company is presently negotiating a settlementas well as with these parties.  There is no guaranteeWheatley. Forex NYC surrendered their 1,000,000 shares back to the Company. Due to the fact that the Company willknew that there the shares would be successful in finalizing such settlement.surrendered, the shares have been treated as returned to Treasury Stock as of June 30, 2011.  The companies mentioned in this paragraph are not consolidated into these financials, so there is no impact onshares have been returned to the financial statements shown herein.Company.

The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance.  No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note.  The ATL Note is secured by shares of common stock of a publicly listed company on foreign Exchanges with an approximate market value of $400,000 (the “ATL Collateral”).  In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL. During the first 6 months of 2011, ATL advanced to the Company $121,125 which is included in Accounts Payable. The Company, owes APH on a short-term note payable inwhich failed to issue ATL shares per the amountagreements, and ATL are negotiating the extension of $1,200,000, and $26,800 in accruedthe ATL note.

The Forex Note bears interest at 3/31/11, which by settlement agreement between10%, matures two years from the companies amended and extended to mature in June 30, 2011.  The note and accrued interest are thus classified as a short-term liability on the financial statements included herein reflecting the anticipated extensiondate of maturity. The Note carries 6% annual interest,issuance and is convertible tointo our common sharesstock, at $0.20ATL’s option, at a conversion price per share.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.   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.  ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. See Subsequent Events.

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 utilized its contacts, know-how and expertise 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 2010 financial statements.

The Company determined that it had booked certain costs associated with its offering (mostly legal expenses, and expenses associated with producing its financial statements) as expenses in error, which caused a restatement of the financials in 2010.  The2010, where the net amount to be capitalized is $50,626.$50,625 at December 31, 2010 and $410,625 at September 30, 2011.  This amount includes the commitment fee for Centurion Private Equity and $210,000 for brand building and investor relations expense that were erroneously expensed in the prior quarter.

The Company recognizes a debt discount for the difference in the face value of the A.T. Limited Notes (“ATL notes”)notes issued and received by the Company: $100,000. Said Note Discount will be amortized over the life of the Company note: two years. The current portion of Note Discount was presented as current assets, while in 2010 the remaining long term balance was presented in Other Assets.

On December 18, 2010, the “Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired 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, at a valuation of $200,000.  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 July 2011, the Company unwound its agreement with Forex NYC, as well as with Wheatley. Forex NYC surrendered their 1,000,000 shares back to the Company. 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 as of June 30, 2011.

On November 17, 2010, the Company entered into the APH Agreement with APH, as detailed in footnotes  above.APH.  The goodwill recorded in the transaction was $26,594,710.$26,594,710 (as appears on the December 31, 2010 balance sheet).  As part of its due diligence process, the Company hired an outside firm to conduct a fairness opinion on the valuation of Triple.Operation Unite.  One of the methods employed by that firm for assessing the fairness of the transaction to the Company was the Net Adjusted Asset method, which assumes as its premise that the fair market value of the assets is equal to the cost and book value of those assets.  Triple’sVI’s balance sheet was audited at 12/31/10December 31, 2010 by a separate auditauditing firm, and it was determined that no additional write-up (or write-down) to the value of the assets and liabilities of TripleVI was needed to bring those assets and liabilities from audited book value to fair market value, because there was only one buyer for those assets, and the assets, particularly the Property Plant and Equipment, had a very specific use.  Therefore, the premium in purchase price over the approximately 45% of book value of the net assets acquired was allocated entirely to goodwill.

Given that the Company’s cannot continue to consolidate Asset’s financial statements going forward, we have performed an analysis to assess the impairment to goodwill.  Based on available market data, and discussions with possible buyers, the Company has determined that it could potentially sell the investment in 49.9% of VI for approximately $4-6MM.  The Company will assess impairments tohas therefore impaired the goodwill on a quarterly basis.  To assess possible impairments, we will assess differences between budget to actual on several key operating metrics, including growthby $24.4MM, and switched the cost method going forward.  The carrying value of the investment (shown in accounts netOther Assets) is at the lower end of churn, and also trading volume on the Triple trading platform.probable sale range, which is $4MM.  The Company will also assess, onevaluated impairment using a periodic basis, significant changescombination of publicly-traded comparables and discounted cash flow analysis, but chose to use the sale price method, because of the more conservative carrying value, and because of the diminished value from no longer having operating control, and in the volatility of Company stock, which could change the Company’s theoretical cost of equity through the so-called “beta” coefficient, given that Company stock was the currency usedfact being denied certain key information such as financial statements for the purchasethird fiscal quarter, the consequence of which is to make the interestequity method of accounting for the investment untenable in Triple.this quarter and going forward.

 

As of March 31,September 30, 2011 the Company owes $4,583,040$434,600 in payables and accrued expenses,expenses.

In connection with the acquisition of which $1,200,000just under 50% of VI, the Company owes APH on a short-term note payable in the principal amount of $1,000,000, and $52,110 in accrued interest, and owes HAM on a short-term note payable in the principal amount of $600,000, and $17,458 in accrued interest.  The notes and accrued interest are classified as short-term liabilities on the financial statements included herein reflecting the anticipated extension of maturity (both Notes matured on June 30, 2011 and the Company is owedin default). The Notes both carry 6% annual interest, and are convertible to common shares. The Company has since defaulted on its notes payable to APH and HAM in connection with the acquisition of the Asset.  These notes were amended and extended to mature in June 30, 2011. As of the date of these financial statements contained herein, the Company is in default on these Notes.  The Company been notified by APH and HAM that they have transferred their notes to third party for capitalizationparties.  The Company is in negotiations with APH and HAM (for the benefit of software expenses.the third parties) to resolve the default.  There is no guarantee that a settlement will be reached in this matter.

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 provisions for income taxes differ from the amount computed by applying the statutory federal income tax rate to Income before provision for income taxes. The source and tax effects of the differences are as follows:

 

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 October 6, 2009 the Company signed a Note Payable for $25,000 payable to Rasel (anLTD (“Rasel” an affiliated entity)entity at that time) due on October 6, 2010 at 4% per annum.   The proceeds were used to pay for half of an existing Accounts Payable to 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. 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,September 30, 2011 is $131,798.

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

The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment.  On the 21st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion.  Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note.  As of July 12, 2010, the Company is received a trading symbol (FXIT) but has not commenced trading.  Based on 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.  ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

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

On or about January 18, 2011 the Company issued 324,234 common shares to ATL to settle the Prepaid Amount in lieu of cash. The Company did not deliver the shares to 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 March 31,September 30, 2011 is $464,874.  The balance of the note was reduced by the Prepaid Amount when the Company paid the Prepaid Amount by issuing 324,324 shares.$486,684.

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 March 31,June 30, 2011.

On July 22, 2009 the Company issued 40,000,000 shares of its $0.00001 par value common stock to Medirad Inc. (“Medirad”) and 40,000,000 shares of its $0.00001 par value common stock to Rasel Ltd.Rasel.   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”).  Executive was granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement

On May 4, 2010, the Company completed an equity offering in which 20,000,000 shares of par value common stock were sold for $0.01 per share for an aggregate raise of $200,000.  A total of 42 investors were solicited, all of which invested in the Company.

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex New York City, LLC (“Forex NYC”)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 FNYCForex NYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company.

OnBetween yearend of 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.  The shares 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 Rule 506 promulgated under the Securities Act.  The investors are accredited investors as defined in Tule 501 of Regulation 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 the Company consideration under consulting agreement. Core is serving as the Company’s Investor relations firmfirm.

On January 27, 2011, the Company issued 324,234 shares to AT LimitedATL for certain draws on a note to pay expenses in the amount of $71,736.  The note payable balance to AT LimitedATL was reduced by the amount of those prepaid expenses. The Company did not deliver the shares to ATL. See Subsequent Events.

On March 28, 2011 the Company approved issuing to William Jordan ("WJ")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.

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.

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

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 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 Company acquired just under a 50% interest of Operation Unit in a series of transactions. In connection with the Asset acquisition, on November 17, 2010, the Company entered into a Share Exchange Agreement (the “APH Agreement”) with APH pursuant to which 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 and Rasel, LTDboth 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.

Rasel - Affiliated Party during 2010 - On October 6, 2009 the Company signed a Note Payable for $25,000 payable to RASEL, LTD (“Rasel”)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 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 notethe notes with either a 5% discount to the market price or a fixed price of $0.60. SaidThe extension of maturity was agreed to be effective as of December 30, 2010, the2010.  The accrued balance of the notes including interest as of March 31,September 30, 2011 is $131,798.$134,288.

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the quarter.  Diluted net loss per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other common stock equivalents were exercised or converted into common stock.  At March 31,September 30, 2011 and AprilSeptember 30, 2010, , there were 8,708,33347,990,568 and 0 potentially dilutive common stock equivalents, respectively.  The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share.

Below is a reconciliation ofare earnings (loss) per share and weighted average common shares outstanding for purposes of calculating basic and diluted earnings (loss) per share: