United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q /A
(Amendment No. 1)
| (Mark One) | |
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2012 | |
| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commissions 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 |
2506 Campbell Place, Kensington MD 20895-3131
(Address of principal executive office)
Issuer's telephone number: 888-426-4780
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | |
| Non accelerated filer o | (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of Exchange Act). Yes No x
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
| Common Stock, $0.00001 par value | 34,248,585 |
| (Class) | (Outstanding at August 20, 2012) |
1
Explanatory Note
The purpose of this Amendment No. 1 to Forex International Trading Corp.’s Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
FOREX INTERNATIONAL TRADING CORP.
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FOREX INTERNATIONAL TRADING CORP.
| June 30, | December 31, | |||||||
| 2012 | 2011 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,025 | $ | 411,656 | ||||
| Note and short term receivables, net of allowance for credit losses of | ||||||||
| $0 and $100,000 as of June 30, 2012 and December 31, 2011 | 850,387 | 1,319,900 | ||||||
| Accounts receivable and prepaid expenses | 9,237 | 10,655 | ||||||
| Total current assets | 863,649 | 1,742,211 | ||||||
| Property and equipment, net | 11,180 | 13,944 | ||||||
| Other assets | 8,000 | 17,560 | ||||||
| Total assets | $ | 882,829 | $ | 1,773,715 | ||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 291,499 | $ | 501,016 | ||||
| Notes payable and accrued interest | 627,407 | 1,142,492 | ||||||
| Total current liabilities | 918,906 | 1,643,508 | ||||||
| Total liabilities | 918,906 | 1,643,508 | ||||||
| Contingencies | ||||||||
| Stockholders' (deficit) equity: | ||||||||
| Series A Preferred stock, $0.00001 par value, 20,000,000 shares authorized; | ||||||||
| 0 shares issued as of June 30, 2012 and December 31, 2011 | - | - | ||||||
| Series B Preferred stock, $0.00001 par value, 20,000,000 shares authorized; | ||||||||
| 45,000 shares issued as of June 30, 2012 and December 31, 2011 | - | - | ||||||
| Common stock - $0.00001 par value, 400,000,000 shares authorized; 34,248,585 | ||||||||
| issued and outstanding as of June 30, 2012 and December 31, 2011 | 343 | 343 | ||||||
| Treasury stock at cost; 38,000 shares as of June 30, 2012 and December 31, 2011 | (11,059 | ) | (11,059 | ) | ||||
| Additional paid-in capital | 1,372,333 | 1,372,333 | ||||||
| Accumulated deficit | (1,397,694 | ) | (1,231,410 | ) | ||||
| Total stockholders' (deficit) equity | (36,077 | ) | 130,207 | |||||
| Total liabilities and stockholders' (deficit) equity | $ | 882,829 | $ | 1,773,715 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
FOREX INTERNATIONAL TRADING CORP.
THREE AND SIX MONTHS ENDED JUNE 30,
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| (Restated) | (Restated) | |||||||||||||||
| Revenues: | ||||||||||||||||
| Income from foreign currency operations | $ | - | $ | 10,000 | $ | 7,106 | $ | 10,616 | ||||||||
| Total revenues | - | 10,000 | 7,106 | 10,616 | ||||||||||||
| General and administrative expenses | 122,923 | 414,350 | 237,970 | 882,455 | ||||||||||||
| Loss from operations | (122,923 | ) | (404,350 | ) | (230,864 | ) | (871,839 | ) | ||||||||
| Other income (expenses): | ||||||||||||||||
| Interest expense, net of interest income | (13,958 | ) | (35,474 | ) | (35,420 | ) | (45,818 | ) | ||||||||
| Recovery of allowance for credit losses | 100,000 | - | 100,000 | - | ||||||||||||
| Total other income (expenses) | 86,042 | (35,474 | ) | 64,580 | (45,818 | ) | ||||||||||
| Loss before income taxes | (36,881 | ) | (439,824 | ) | (166,284 | ) | (917,657 | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | (36,881 | ) | $ | (439,824 | ) | $ | (166,284 | ) | $ | (917,657 | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||
| Weighted average number of | ||||||||||||||||
| common shares outstanding: | ||||||||||||||||
| Basic and diluted | 34,248,585 | 35,090,072 | 34,248,585 | 49,761,049 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
FOREX INTERNATIONAL TRADING CORP.
| 2012 | 2011 | |||||||
| ( Restated ) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (166,284 | ) | $ | (917,657 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| provided by (used in) operating activities: | ||||||||
| Recovery of allowance for credit loss | (100,000 | ) | - | |||||
| Depreciation of property and equipment | 2,764 | 2,511 | ||||||
| Amortization of intangible assets | 17,560 | 26,340 | ||||||
| Amortization of debt discount | - | 25,000 | ||||||
| Common shares issued to consultants for services | - | 362,000 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accrued interest on notes receivable | 229 | (21,403 | ) | |||||
| Accounts receivable and prepaid expenses | 1,418 | (6,763 | ) | |||||
| Accounts payable and accrued expenses | (209,517 | ) | 177,204 | |||||
| Accrued interest on notes payable | (4,477 | ) | 54,723 | |||||
| Net cash used in operating activities | (458,307 | ) | (298,045 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment in joint venture | (8,000 | ) | - | |||||
| Issuance of a note receivable | (15,000 | ) | (150,000 | ) | ||||
| Collection of short-term and note receivables | 584,284 | - | ||||||
| Net cash provided by (used in ) investing activities | 561,284 | (150,000 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Issuance of common stock in private placement | - | 28,345 | ||||||
| Purchase of shares returned to treasury | - | (9,623 | ) | |||||
| Repayment of a note payable | (510,608 | ) | - | |||||
| Net cash (used in) provided by financing activities | (510,608 | ) | 18,722 | |||||
| Net decrease in cash and cash equivalents | (407,631 | ) | (429,323 | ) | ||||
| Cash and cash equivalents, beginning of period | 411,656 | 460,149 | ||||||
| Cash and cash equivalents, end of period | $ | 4,025 | $ | 30,826 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 43,482 | $ | - | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Restricted common shares issued to pay expenses | $ | 71,736 | $ | 71,736 | ||||
| Note issued to fund acquisition of additional 5% interest in a | ||||||||
| private company | $ | - | $ | 600,000 | ||||
| Issuance of Series A preferred shares to acquire an | ||||||||
| additional 5% in a private company | $ | - | $ | 1,200,000 | ||||
| Conversion of debt to common shares | $ | - | $ | 200,000 | ||||
| Cancellation of common shares issued to Forex NYC | $ | - | $ | 200,000 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
FOREX INTERNATIONAL TRADING CORP.
1. Organization and Nature of Business
Forex International Trading Corp. (the “Company”) was incorporated on July 22, 2009 under the laws of the State of Nevada and is headquartered in Kensington, Maryland. On September 9, 2009 the Company filed Form S-1 Registration Statement to provide for the registration of securities under the Securities Act of 1933. The Company’s principal business activities have been to engage in foreign currency market trading for non-US resident professionals and retail clients over its web-based trading systems. In addition, the Company is analyzing investments in joint ventures and is selectively pursuing acquisitions.
2. Summary of Significant Accounting Policies
Presentation and Basis of Financial Statements
The accompanying unaudited condensed consolidated financial statements include the accounts of Forex International Trading Corp. and its consolidated subsidiaries (“Forex” or the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and reports and pursuant to the requirements for reporting on Form 10-Q under Regulation S-X. Accordingly, they do not include all, or include a condensed version of, the information and footnotes required by U.S. GAAP for complete financial statements. The Company believes, however, that the disclosures are adequate to make the information presented not misleading. The Company’s condensed consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations of the Company for the periods shown. Results shown for the interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or for any future period. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the condensed financial statements. Actual results might differ from management’s estimates.
The consolidated balance sheet information as of December 31, 2011 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with Securities and Exchange Commission (“SEC”) for the fiscal year ended December 31, 2011. These interim condensed consolidated financial statements should be read in conjunction with the Company’s most recently audited financial statements and in the above referenced Annual Report on Form 10-K.
All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the 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 the useful lives of tangible and intangible assets, depreciation and amortization, allowances for doubtful accounts and loan losses, valuation of common and preferred stock issuances, and the valuation allowance on deferred tax assets. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.
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 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. The Company evaluates loans for impairment on an annual basis or when there are indications that the loan may not be collected. 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.
Property and Equipment
Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations.
Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term.
As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the three and six months ended June 30, 2012 and 2011.
Treasury Stock
Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged to additional paid-in capital.
Income Taxes
The Company accounts for income taxes using the liability method, which provides for an asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for future tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities, and measured using the current tax rates and laws that are expected to be in effect when the underlying assets or liabilities are anticipated to be recovered or settled. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized.
U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions for the six and three months ended June 30, 2012 and 2011.
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 for the three and six months ended June 30, 2012 and 2011.
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share considers the potential dilution that could occur if securities or other contracts to issue common stock were exercised or could otherwise cause the issuance of common stock, such as options, convertible notes and convertible preferred stock, were exercised or converted into common stock or could otherwise cause the issuance of common stock that then shared in earnings (loss). Such potential additional common shares are included in the computation of diluted earnings per share. Diluted loss per share is not computed because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect.
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 new business opportunities. The financial statements do not include any adjustments relating to the recoverability of the Company’s assets or the payment of its liabilities in the event the Company cannot continue in existence.
Reclassifications
Certain reclassifications have been made to the prior years’ consolidated condensed financial statements to conform to the current year’s presentation.
3. Acquisition and Divestiture/Restatements
Investment in Private Company—Triple 8
On November 17, 2010, the Company entered into a Share Exchange Agreement, which 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 the Company 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 convertible into 6 million shares of common stock. The APH Note was originally due on February 15, 2011. Concurrently, certain shareholders agreed to surrender 70,000,000 shares of the Company’s common stock for cancellation to avoid diluting the ownership of the other existing shareholders. Following the purchase of Triple 8 shares from APH, the Company 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, the Company’s ownership of Triple 8 increased to 49.9% of the issued and outstanding common shares. As consideration for its purchase, the Company 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 common stock at a conversion price of $0.30 per share, thus representing 4,000,000 shares of common stock of the Company.
The Company defaulted on 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 against the Company, as a result of two defaults, the Company entered into an agreement to annul its purchases of its ownership interest in Triple 8. As a part of the Annulment:
| · | Triple 8 has agreed to pay the Company $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. |
| · | The Company 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 the Company received its initial Triple Payment of $732,000 in cash at that time. Subsequently, the Company received Triple Payments in the aggregate amount of $434,284 for the six months ended June 30, 2012 per the terms of the agreement.
The Company initially accounted for its acquisition of Triple 8 using the acquisition method as prescribed by U.S. 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 were considered appropriate because the Company believed that it had acquired control of Triple 8. The basis behind the determination that the Company acquired control of Triple 8 even though it owned a minority stake, 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 June 2011. In addition, the Company believed that Triple 8 was subject to consolidation under U.S. GAAP as a Variable Interest Entity.
However, in June 2011, Triple 8’s operating subsidiary’s management unilaterally removed the Company’s employee from its Board and asserted its control over business operations. Since then, the Company has reevaluated its determination that it had acquired control of Triple 8 and that Triple 8 was subject to consolidation as a 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 has 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, the Company 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 real 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 U.S. 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, U.S. 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 because it did not have significant influence over the period from the closing of the APH Agreement through to 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, with 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.
Presented below are restatements of the statement of operations for the three and six months ended June 30, 2011 and statements of cash flows for the six months ended June 30, 2011 to reflect the deconsolidation of Triple 8, a restatement for shares issued for services of $360,000 that had been previously been capitalized and correction of the weighted average common shares outstanding.
| Three months ended June 30,2011 | Six months ended June 30,2011 | |||||||||||||||||||||||
| As Previously | As Previously | |||||||||||||||||||||||
| Reported | Net Change | As Restated | Reported | Net Change | As Restated | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Income from foreign currency operations | $ | 3,865,455 | $ | (3,865,455 | ) | $ | - | $ | 7,043,688 | $ | (7,043,688 | ) | $ | - | ||||||||||
| Consulting and services | 65,061 | (55,061 | ) | 10,000 | 79,293 | 5,629,598 | 10,616 | |||||||||||||||||
| 3,930,516 | (3,920,516 | ) | 10,000 | 7,122,981 | (1,414,090 | ) | 10,616 | |||||||||||||||||
| Cost of revenues | 891,551 | (891,551 | ) | - | 1,493,383 | (1,493,383 | ) | - | ||||||||||||||||
| 3,038,965 | (3,028,965 | ) | 10,000 | 5,629,598 | 79,293 | 10,616 | ||||||||||||||||||
| General and administrative expenses | 2,349,422 | (1,935,072 | ) | 414,350 | 4,966,329 | (4,083,874 | ) | 882,455 | ||||||||||||||||
| ` | ||||||||||||||||||||||||
| Income (loss) from operations | 689,543 | (1,093,893 | ) | (404,350 | ) | 663,269 | 4,163,167 | (871,839 | ) | |||||||||||||||
| Minority interest | (200,384 | ) | 200,384 | - | (439,344 | ) | (439,344 | ) | - | |||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||
| Interest expense, net of interest income | (123,805 | ) | 88,331 | (35,474 | ) | (263,209 | ) | (263,209 | ) | (45,818 | ) | |||||||||||||
| Total other income (expenses) | (123,805 | ) | 88,331 | (35,474 | ) | (263,209 | ) | (263,209 | ) | (45,818 | ) | |||||||||||||
| Income (loss) before income taxes | 365,354 | (805,178 | ) | (439,824 | ) | (39,284 | ) | 3,460,614 | (917,657 | ) | ||||||||||||||
| Income tax expense | 100,938 | (100,938 | ) | - | 124,064 | (124,064 | ) | - | ||||||||||||||||
| Net income (loss) | $ | 264,416 | $ | (704,240 | ) | $ | (439,824 | ) | $ | (163,348 | ) | $ | 3,584,678 | $ | (917,657 | ) | ||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||
| Basic | $ | 0.01 | $ | (0.02 | ) | $ | (0.01 | ) | $ | - | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||
| Diluted | $ | - | $ | (0.01 | ) | $ | (0.01 | ) | $ | - | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||
| Weighted average number of common | ||||||||||||||||||||||||
| shares outstanding: | ||||||||||||||||||||||||
| Basic | 49,819,537 | (14,729,465 | ) | 35,090,072 | 49,819,537 | (58,488 | ) | 49,761,049 | ||||||||||||||||
| Diluted | 97,750,527 | (62,660,455 | ) | 35,090,072 | 97,750,527 | (47,989,478 | ) | 49,761,049 | ||||||||||||||||
| As Previously | ||||||||||||
| Reported | Net Change | As Restated | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | (163,348 | ) | $ | (754,309 | ) | $ | (917,657 | ) | |||
| Adjustments to reconcile net loss to net cash | ||||||||||||
| provided by (used in) operating activities: | ||||||||||||
| Depreciation of property and equipment | 367,931 | (365,420 | ) | 2,511 | ||||||||
| Amortization of intangible assets | - | 26,340 | 26,340 | |||||||||
| Amortization of debt discount | - | 25,000 | 25,000 | |||||||||
| Common shares issued to consultants for services | - | 362,000 | 362,000 | |||||||||
| Minority interest | 439,344 | (439,344 | ) | - | ||||||||
| Foreign currency adjustment | (10,274 | ) | 10,274 | - | ||||||||
| Changes in assets and liabilities: | ||||||||||||
| Accrued interest on notes receivable | - | (21,403 | ) | (21,403 | ) | |||||||
| Accounts receivable and prepaid expenses | (571,215 | ) | 564,452 | (6,763 | ) | |||||||
| Secured note and debt discount | 50,332 | (50,332 | ) | - | ||||||||
| Accounts payable and accrued expenses | 1,123,573 | (946,369 | ) | 177,204 | ||||||||
| Client accounts liability | 557,056 | (557,056 | ) | - | ||||||||
| Accrued interest on notes payable | 38,904 | 15,819 | 54,723 | |||||||||
| Net cash provided by (used in) operating activities | 1,832,303 | (2,130,348 | ) | (298,045 | ) | |||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of fixed assets | (1,509,126 | ) | 1,509,126 | - | ||||||||
| Investment in additional 5% of Triple 8 Limited | (1,800,000 | ) | 1,800,000 | - | ||||||||
| Issuance of a short-term receivable | - | (150,000 | ) | (150,000 | ) | |||||||
| Net cash (used in) provided by investing activities | (3,309,126 | ) | 3,159,126 | (150,000 | ) | |||||||
| Cash flows from financing activities: | ||||||||||||
| Issuance of common stock in private placement | 28,345 | - | 28,345 | |||||||||
| Purchase of shares returned to treasury | (9,623 | ) | - | (9,623 | ) | |||||||
| Retirement of common shares to purchase Triple 8 Limited | (25,800,800 | ) | 25,800,800 | - | ||||||||
| Issuance of Series A preferred shares to replace common shares | 25,800,080 | (25,800,080 | ) | - | ||||||||
| Issuance of shares to reduce note | 71,736 | (71,736 | ) | - | ||||||||
| Short-term credit from bank | 205,092 | (205,092 | ) | - | ||||||||
| Series A shares issued to fund acquisition of additional 5% of Triple 8 Limited | 1,200,000 | (1,200,000 | ) | - | ||||||||
| Note payable issued to fund acquisition of additional 5% of Triple 8 Limited | 600,000 | (600,000 | ) | - | ||||||||
| Net cash provided by (used in) financing activities | 2,094,830 | (2,076,108 | ) | 18,722 | ||||||||
| Net increase (decrease) in cash and cash equivalents | 618,007 | (1,047,330 | ) | (429,323 | ) | |||||||
| Cash and cash equivalents, beginning of period | 3,078,339 | (2,618,190 | ) | 460,149 | ||||||||
| Cash and cash equivalents, end of period | $ | 3,696,346 | $ | (3,665,520 | ) | $ | 30,826 | |||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Restricted common shares issued to pay expenses | $ | - | $ | 71,736 | $ | 71,736 | ||||||
| Note issued to fund acquisition of additional 5% interest in | ||||||||||||
| Triple 8 Limited | $ | - | $ | 600,000 | $ | 600,000 | ||||||
| Issuance of Series A preferred shares to acquire an | ||||||||||||
| additional 5% in Triple 8 Limited | $ | 1,200,000 | $ | - | $ | 1,200,000 | ||||||
| Conversion of debt to common shares | $ | - | $ | 200,000 | $ | 200,000 | ||||||
| Cancellation of common shares issued to Forex NYC | $ | - | $ | 200,000 | $ | 200,000 | ||||||
| Accrued interest on notes payable | $ | 38,904 | $ | (38,904 | ) | $ | - | |||||
| Accrued interest on notes receivable | $ | 30,247 | $ | (30,247 | ) | $ | - | |||||
4.Notes and Short-term Receivables
At June 30, 2012 and December 31, 2011, notes and short-term receivables, including accrued interest, consisted of:
| 2012 | 2011 | |||||||||
| Note receivable for annulment of Triple 8 investment | $ | 834,716 | $ | 1,269,000 | a. | |||||
| Commercial note receivable, net of allowance | ||||||||||
| of $100,000 | - | 50,900 | b. | |||||||
| Note receivable - Apel Design | 15,671 | - | c. | |||||||
| Total notes and short-term receivables | $ | 850,387 | $ | 1,319,900 | ||||||
| a. | In connection with the Triple 8 annulment agreement, the Company has a short term receivable of $1,269,000 which requires monthly payments of $68,914 in January 2012, $73,214 per month from February 2012 through October 2012, and a final payment of $541,860 in November 2012. This receivable bears no interest and is the remaining portion, after the initial payment of $732,000, of the total $2,001,000 that Triple 8 agreed to pay the Company under the annulment of the share purchase agreements. For the six months ended June 30, 2012 the Company has received payments amounting to $434,284. |
| b. | Note receivable from Fortune Market Media Inc. (“FTMK”), original principal of $150,000, interest at a 12% annual rate, maturing on February 13, 2012. FTMK had defaulted on the loan and the Company had established a reserve for loan losses of $100,000 at December 31, 2011. During the six months ended June 30, 2012 the Company has been able to collect the entire amount of the original receivable plus accrued interest. At June 30, 2012 the Company has reflected the reversal of the $100,000 allowance for credit losses that had been established as other income in the accompanying financial statements. |
| c. | Note receivable from Amit Apel Design, Inc. (“Apel Design”) original principal of $15,000, interest at a 12% annual rate, maturing on August 13, 2012. The note is secured by Apel Design’s inventory. |
5. Property and Equipment, Net
Property and equipment consisted of the following as of June 30, 2012 and December 31, 2011:
| Estimated | |||||||||
| Useful | |||||||||
| Lives | 2012 | 2011 | |||||||
| Computers and equipment | 3 years | $ | 12,539 | $ | 12,539 | ||||
| Furniture | 7 years | 9,430 | 9,430 | ||||||
| 21,969 | 21,969 | ||||||||
| Less accumulated depreciation | 10,789 | 8,025 | |||||||
| $ | 11,180 | $ | 13,944 | ||||||
Depreciation expense was $2,764 and $2,511 for the six months ended June 30, 2012 and 2011, respectively.
6. Other Assets
Other assets consisted of the following as of June 30, 2012 and December 31, 2011:
| 2012 | 2011 | |||||||
| White label licensing and websites | $ | - | $ | 17,560 | ||||
| Investment in joint venture | 8,000 | |||||||
| Total Other Assets | $ | 8,000 | $ | 17,560 | ||||
Websites development, net
On April 19, 2010, the Company entered into a Software Licensing Agreement whereby the Company licensed proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”). In return, the Company received a newly created website, at cost of $105,359. The costs of the website includes the vendor’s normal set-up fee plus payroll costs and consulting fees incurred by the Company relating to the development of internal use software. The total cost of $105,359 cost was capitalized and is being amortized over a 2-year life. Amortization expense amounted to $17,560 and $26,340 for the six months ended June 30, 2012 and 2011, respectively.
Investment in Joint Venture
On February 13, 2012, Direct JV Investments Inc (“Direct JV”), a wholly-owned subsidiary of the Company (“Direct JV”), entered into a Joint Venture Agreement with Vulcan Oil & Gas Inc. (“Vulcan”), whereby the Company will from time to time provide financing to certain Vulcan alternative, green and solar energy projects (the “Projects”) with the goal of sharing in any rebates awarded by the government on any of the Projects. For all the Projects in the U.S. residential market, profits and losses of each of the Projects will be allocated at the conclusion of each fiscal year at a ratio of 60% to Vulcan and 40% to the Company. For all other projects, the profit and loss allocation will be determined on a case by case basis. There is no guarantee that the Projects will generate any revenues. As of June 30, 2012, Direct JV advanced Vulcan $8,000 per the agreements on specific projects. The Projects had no income or loss for the six months ended June 30, 2012.
7. Notes Payable
At June 30, 2012 and at December 31, 2011, notes payable and accrued interest consisted of:
| 2012 | 2011 | |||||||
| Rasel notes payable and accrued interest | $ | 138,041 | $ | 135,548 | ||||
| Cordelia note payable and accrued interest | 489,366 | 1,006,944 | ||||||
| Total notes payable | $ | 627,407 | $ | 1,142,492 | ||||
Rasel LTD - Convertible Notes Payable
On October 6, 2009 the Company signed a note payable for $25,000 to Rasel (an affiliated entity of Moshe Schnapp, a former director and officer of the Company in 2010) due on October 6, 2010 bearing interest at 4% per annum. The proceeds were used to pay for half of 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 bearing interest 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 bearing interest at 4% per annum. These proceeds were used for working capital and expenditures. On January 22, 2010 the Company signed an amendment to extend the maturity date of the promissory notes in the amount of $25,000 and $50,000 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 the notes with either a 5% discount to the market price or a fixed price of $0.60. The extension of maturity was effective as of December 30, 2010.
The balance of the notes as of June 30, 2012 and December 31, 2011was $138,041 and $135,548, respectively, which includes accrued interest in the amounts of $13,041 and $10,548 at June 30, 2012 and December 31, 2011, respectively.
Cordelia (CDOO) Note Payable
The Company entered into a settlement agreement to annul its purchase of Triple 8 stock and issued a new promissory note to CDOO in the principal amount of $1,000,000. 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. Payments made for the six months ended June 30, 2012 amounted to $554,116 of which $43,482 was for accrued interest. The balance due at June 30, 2012 on the CDOO note is $489,366. The balance due as of December 31, 2011 on the CDOO note was $1,006,944, which included accrued interest in the amount of $6,944.
8. Stockholders’ Equity
Authorized Shares
The Company has 400,000,000 authorized shares of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value Preferred Stock Series A and B as of June 30, 2012 and December 31, 2011.
Common Shares:
On January 17, 2011, the Company issued to Core Consulting Group 700,000 restricted shares for serving as the Company’s investor relations firm. The amount charged to consulting fees was $210,000.
On January 27, 2011, the Company issued 324,234 shares to 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 expenses. The Company did not deliver the shares to ATL. Based on the Triple 8 settlement agreement, these shares have been surrendered back to the Company.
On March 28, 2011 the Company issued to a consultant 10,000 restricted shares as part of the Company’s consideration under a consulting agreement. The amount charged to consulting fees was $2,000.
On April 5, 2011, the Company and, a shareholder of the Company, entered into an agreement whereby the parties agreed that a $200,000 6% Convertible note payable of the Company which had been assigned to said shareholder and was now in default by the Company would be satisfied by the issuance of 2,500,000 shares of common stock to the shareholder.
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.
There were no stock issuances for the six months ended June 30, 2012.
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.
Treasury Stock
On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program. 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 June 30, 2012 and December 31, 2011, the Company had repurchased 38,000 of its common shares in the open market, which were returned to treasury.
Series A Preferred Shares (cancelled in December 2011)
The Series A Preferred Stock was issued as a part of the Share Exchange Agreements relating to the Triple 8 purchase and had a stated value of $100 per share and was convertible into the Company’s common stock at a conversion price of $0.30 per share representing 4,000,000 shares of common stock. The Series A Preferred Stock voted on an as-converted basis multiplied by three and carries standard anti-dilution rights. The Series A Preferred Stock did not carry preferential liquidation rights. As part of the annulment of the Triple 8 Share Exchange Agreements share all of the outstanding Series A Preferred shares were returned to the Company and the stock has been canceled.
Series B Preferred Shares
On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the "Agreement") whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes. Under the terms of the Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis. Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Agreement resulted in the settlement of all debts, liabilities and obligations between the parties.
The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s 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.
9. Related Parties
Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences.
On January 18, 2011, Liat Franco was appointed by the Company to serve as the Secretary of the Company. For her services during her term as Secretary, the Company is to 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 Ms. Franco’s 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, Ms. 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 Board of Directors elected to appoint Ms. Franco, who is an attorney licensed in the United States and Israel, as an executive officer and director to handle the Triple 8 settlement agreement. As of June 30, 2012, no Company shares had been delivered. On April 23, 2012, Ms. Franco resigned as an executive officer of the Company, but continued on as Director of the Board and Secretary of the Company. On May 23, 2012, Ms. Franco resigned as Director of the Company to pursue other interests.
Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer, on a part-time basis, and a Director of the Company. A company controlled by Mr. Klinger receives a monthly fee of $3,500 for his services.
As of December 31 2011 the Company owed Ms. Franco $50,000, a company controlled by Mr. Klinger $6,500 and the former CEO $17,409. As of March 31, 2012 Ms. Franco was paid in full, and the Company owed the former CEO $2,409. As of June 30, 2012 the Company had accrued directors’ fees of $15,321, $15,321 and $4,159 to Ms. Franco, Mr. Glass, and Mr. Reich, respectively (recorded in accounts payable and accrued expenses) which will be settled in cash.
On April 23, 2012, Robert Morris Price was appointed by the Company to serve as the President, Chief Executive Officer, and Treasurer as well as Chairman of the Company. Mr. Price has been involved in the private practice of law for the last 50 years and was admitted to the District of Columbia Bar in 1963, to the U.S. Supreme Court in 1967, and to Maryland and U.S. Court of Appeals, Fourth Circuit in 1976. Mr. Price received an AB from the University of South Carolina in 1959 and his law degree from the George Washington University in 1962.
There is no understanding or arrangement between Mr. Price and any other person pursuant to which he was appointed as an executive officer and director. Mr. Price does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. Mr. Price has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.
10. Contingencies
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 codes. 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, the Company submitted a request for dismissal, without prejudice to the court. On January 20, 2012 the court heard the defendants’ motion (where the Company failed to appear) and the judge ruled in favor of the defendant and awarded attorney fees and court costs in the amount of $21,462, which was recorded and is reflected in accounts payable and accrued expenses. The Company has retained an attorney and has filed a motion to vacate the judgment. The motion was vacated and a new trial date is set for September 2012.
11. Per Share Information
Loss per share
Basic loss per share of common stock is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share of common stock (“Diluted EPS”) is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents and convertible securities then outstanding. At June 30, 2012 and June 30, 2011 (restated), there were 15,217,578 and 5,093,215, respectively, of potentially dilutive common stock equivalents outstanding. The potentially dilutive common stock equivalents at June 30, 2012 arise from the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 15 million shares, and the issuance of the Rasel note which is convertible into 230,068 shares. 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.
12. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the accompanying condensed consolidated financial statements became available to be issued. There are no subsequent events to be disclosed at this time.
| 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 (21) | |
| 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 (20) |
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 * |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
* These exhibits were previously included in the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.
16
| (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 |
| (20) | Incorporated by referenced to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 13, 2012 |
| (21) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012 |
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: August 27 , 2012 | By: | /s/ Robert Morris Price | |
| Robert Morris Price | |||
Chief Executive Officer, President, 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 | |||
| Robert Morris Price | Director, CEO, President and Treasurer | August 27 , 2012 | ||||
| /s/ Erik Klinger | Erik Klinger | Director and CFO | August 27 , 2012 |
18