UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Amendment No. 1
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: December 31, 2012
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number: 000-54530
FOREX INTERNATIONAL TRADING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 27-0603137 | |
| State or other jurisdiction of | I.R.S. Employer Identification Number | |
| incorporation or organization |
2506 Campbell Place, Kensington MD 20895-3131
(Address of principal executive offices)
Issuer's telephone number: 888-426-4780
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.00001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.) Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer or smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x
The market value of our common stock held by non-affiliates was approximately $311,286 which is computed using the closing price as of the last business day of the registrant’s most recently completed second quarter of $0.009.
As of March 24, 2013, 38,888,585 shares of common stock, $.00001 par value per share, of the registrant were outstanding.
EXPLANATORY NOTE: The sole purpose of this amendment is for Forex International Trading Corp. (“Forex”) to amend the Form 10-K Annual Report for the year ended December 15, 2012 filed with the Securities and Exchange Commission on April 15, 2013 (the “Original Filing”). The Original Filing provided that Forex was a shell company as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “34 Act”). Forex is filing this amendment to provide that it is not a shell. Forex has been actively pursuing revenue generating activities in the foreign exchange area. As stated in the Original Filing, at December 31, 2012, Forex was focused on consulting in the trading of foreign currency, as well as reviewing and facilitating acquisitions of companies with promising business models. As a result of these activities, it is Forex’s management’s position that Forex is not a shell as such term is defined in Rule 12b-2 of the 34 Act.
| 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) | |
| 3.5 | Certificate of Designation – Series C Preferred Stock (22) | |
| 3.6 | Amendment to the Certificate of Designation for the Series B Preferred Stock (25) | |
| 3.7 | Amendment to the Certificate of Designation for the Series C Preferred Stock(25) | |
| 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 | 6% Convertible Debenture issued to HAM dated April 5, 2011 (14) | |
| 4.10 | Promissory Note dated November 30, 2011 issued to Cordellia d.o.o. in the amount of $1,000,000 (18) | |
| 4.11 | $500,000 Convertible Promissory Note issued by Forex International Trading Corp. (23) | |
| 4.12 | $400,000 Secured and Collateralized Promissory Note issued by Vulcan Oil & Gas Inc. (23) | |
| 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 | Intentionally Left Blank | |
| 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) | |
10.22 10.23 | Conversion Agreement between the Company and GV Global Communications, Inc. (22) Agreement by and between and Direct JV Investments Inc., Forex International Trading Corporation and Vulcan Oil & Gas Inc. dated January 7, 2013 (23) | |
| 21.1 | List of Subsidiaries (24) | |
| 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 |
| (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 |
| (22) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012. |
(23) (24) (25) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 9, 2013. Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2013. Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 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: May 13, 2013 | By: | /s/ Robert Price | |
| Robert Price | |||
| Chief Executive Officer, President, | |||
| Secretary, Treasurer and Director | |||
| (Principal Executive | |||
| Officer) | |||
By: | /s/ Erik Klinger | ||
| Erik Klinger | |||
| Chief Financial Officer and Director | |||
| (Principal Financial Accounting and | |||
| Financial Officer) | |||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | NAME | TITLE | DATE | |||
| /s/Robert Price | Robert Price | Director, CEO, President, Treasurer and Secretary | May 13, 2013 | |||
| /s/ Erik Klinger | Erik Klinger | Director and CFO | May 13, 2013 | |||