Nevada
|
6289
|
27-0603137
|
(State
or Other Jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Classification
Code Number)
|
Identification
No.)
|
Large
accelerated filer
¨
|
Accelerated
filer
¨
|
Non-accelerated
filer (Do not check if a smaller reporting company)
¨
|
Smaller
reporting company
x
|
Title
of each class of securities
to
be registered
|
Amount to be Registered
(1)
|
Proposed
Maximum Offering Price Per Security (2)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
||||||||||||
Shares
of Common Stock, $.00001 par value per share, to be sold by the
company
|
20,000,000
|
$
|
0.01
|
$
|
200,000
|
$
|
11.16
|
(1)
|
Includes
shares of our common stock, par value $.00001 per share, which may be
offered pursuant to this registration statement.
|
(2)
|
Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(e) under the Securities Act of
1933.
|
Page
No.
|
|
PROSPECTUS
SUMMARY
|
1
|
Forex
International Trading Corp.
|
1
|
The
Offering
|
1
|
Selected
Financial Data
|
2
|
RISK
FACTORS
|
3
|
USE
OF PROCEEDS
|
11
|
DETERMINATION
OF OFFERING PRICE
|
11
|
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
|
10
|
PLAN
OF DISTRIBUTION; TERMS OF OFFERING
|
12
|
BUSINESS
|
13
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
|
17
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
18
|
MANAGEMENT
|
19
|
EXECUTIVE
COMPENSATION
|
20
|
21
|
|
DESCRIPTION
OF SECURITIES
|
21
|
INTERESTS
OF NAMED EXPERTS AND COUNSEL
|
22
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
22
|
LEGAL
PROCEEDINGS
|
22
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
22
|
EXPERTS
|
23
|
LEGAL
MATTERS
|
23
|
FINANCIAL
STATEMENTS
|
F-1
|
Securities
being offered:
|
Up
to 20,000,000 shares of common stock, par value $.00001 per share, being
conducted by our sole executive officer and director, on as a “direct
public offering” basis at $0.01 per share. No escrow account will be set
up and all proceeds raised in the offering will be deposited immediately
into our corporate account to be utilized initially for expenses related
to this offering of $32,000 and then working capital in the priority set
by management of our company. The offering conducted by our company
will commence when the Securities and Exchange Commission declares this
prospectus effective. The offering conducted by our company will terminate
upon the earlier of the sale of all the shares of common stock being
offered or 180 business days after the date hereof, which may be extended
for an additional 90 days in our sole discretion. In the event
that all shares are sold under this prospectus by our company, persons who
purchase shares will own 20,000,000 shares of common stock out of
100,000,000 shares of common stock outstanding, or
20%. However, in the event that only 2,000,000 ($20,000) shares
are sold under this prospectus by our Company, our investors will own
2,000,000 out of 82,000,000 shares of common stock or
2.4%. There is no minimum number of shares that must be sold in
this offering. As a result, we will retain the proceeds from
any funds raised and the proceeds will not be returned to the
investor. In the event that we only raise a minimum amount
under this offering, we will immediately utilize the
proceeds. As a result, if you are an initial investor and we
fail to raise additional proceeds, your investment will be rendered
worthless. For example, if we only sell $10,000 (5% of the
offering) or $20,000 (10% of the offering) in securities, we will utilize
the proceeds in our operations but we will not be able to implement our
business plan to any meaningful extent rendering your investment
worthless.
|
Offering
price per share:
|
$0.01per
share.
|
Number
of shares outstanding before the offering:
|
80,000,000.
|
Number
of shares outstanding after the offering assuming that all of the shares
are sold:
|
100,000,000.
|
Net
proceeds to us:
|
Assuming
the offering is only subscribed for 2,000,000 shares, then we will only
receive $20,000 in gross proceeds. As our expenses are $32,000,
we will be unable to implement our business plan in any meaningful
way. In the event that we sell the full 20,000,000 shares, we
will receive $200,000 in gross proceeds or $168,000 net
proceeds.
|
Use
of proceeds:
|
We will use the proceeds to pay expenses related to this
offering of $32,000, administrative expenses, the implementation of our
business plan including the development of our trading software to be
utilized in the trading platform and working capital.
|
Market
for common shares
|
There
is no public market for our common shares. We intend to request to have a
registered broker dealer file an application with FINRA to have our common
stock quoted on the OTC Bulletin Board. There is no assurance that the
application to be filed by the registered broker dealer with FINRA to
trade our shares of common stock on the OTCBB will be accepted, that a
trading market will develop, or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to
resell the securities offered herein should the purchaser desire to do so
when eligible for public resale.
|
Risk
Factors
|
The
purchase of our common stock involves a high degree of risk. You should
carefully review and consider "Risk Factors" beginning on page
4.
|
As
of July 31, 2009
(Audited)
|
As
of October 31, 2009 (unaudited)
|
|||||||
Balance
Sheet
|
||||||||
Total
Assets
|
$ | 5,800 | 5,513 | |||||
Total
Liabilities
|
$ | 53,125 | 100,129 | |||||
Stockholders
Deficit
|
$ | (47,325 | ) | (94,976 | ) | |||
•
|
sales
methods;
|
|
•
|
trading
practices;
|
|
•
|
use
and safekeeping of customers’ funds and
securities;
|
|
•
|
capital
structure;
|
|
· | anti-money laundering; | |
•
|
record-keeping; and
|
|
•
|
conduct
of directors, officers and
employees.
|
·
|
Unexpected
cost in developing our software to be utilized in our
platform;
|
·
|
demand
of buyers and sellers to use and transact business on our
platform;
|
·
|
actions
taken by our competitors, including new product introductions, fee
schedules, pricing policies and
enhancements;
|
·
|
cash
flow problems that may occur;
|
·
|
the
quality and success of, and potential continuous changes in, sales or
marketing strategies assuming that we successfully develop our
platform;
|
·
|
the
timing, completion, cost and effect of our development and launch of a
planned Forex trading platform;
|
·
|
the
size and frequency of any trading errors for which we ultimately suffer
the economic burden, in whole or in
part;
|
·
|
changes
in demand for our products and services due to the rapid pace in which new
technology is offered to customers in our
industry;
|
·
|
costs
or adverse financial consequences that may occur with respect to
regulatory compliance or other regulatory issues, particularly relating to
laws, rules or regulations that may be enacted with a focus on the active
trader market; and
|
·
|
general
economic and market factors that affect active trading, including changes
in the securities and financial
markets.
|
·
|
we
may not be able to agree on the terms of the acquisition or alliance, such
as the amount or price of our acquired
interest;
|
·
|
acquisitions
and alliances may cause a disruption in our ongoing business, distract a
relatively new management team and make it difficult to implement or
maintain our systems, controls and
procedures;
|
·
|
we
may acquire companies or make strategic alliances in markets in which we
have little experience;
|
·
|
we
may not be able successfully to integrate the services, products and
personnel of any acquisition or new alliance into our
operations;
|
·
|
we
may be required to incur debt or issue equity securities to pay for
acquisitions, which may be dilutive to existing shareholders, or we may
not be able to finance the acquisitions at all;
and
|
·
|
our
acquisitions and strategic alliances may not be successful, and we may
lose our entire investment.
|
·
|
market
risk or loss of uncovered
transactions;
|
·
|
governmental
regulation and political
instability;
|
·
|
collecting
international accounts receivable and
income;
|
·
|
the
imposition of barriers to trade and taxes;
and
|
·
|
difficulties
associated with enforcing contractual obligations and intellectual
property rights.
|
·
|
announcements
of technological innovations and the creation and failure of B2B
marketplaces;
|
·
|
actual
or anticipated variations in quarterly operating
results;
|
·
|
new
sales formats or new products or
services;
|
·
|
changes
in financial estimates by securities
analysts;
|
·
|
conditions
or trends in the Internet, B2B and other
industries;
|
·
|
changes
in the market valuations of other Internet
companies;
|
·
|
announcements
by us or our competitors of significant acquisitions, strategic
partnerships or joint ventures;
|
·
|
changes
in capital commitments;
|
·
|
additions
or departures of key personnel;
|
·
|
sales
of our common stock; and
|
·
|
general
market conditions.
|
·
|
that
a broker or dealer approve a person's account for transactions in penny
stocks; and
|
|
·
|
the
broker or dealer receives from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
|
·
|
obtain
financial information and investment experience objectives of the person;
and
|
|
·
|
make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
·
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
·
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Public
Offering Price
|
$
|
0.0100
|
||||||
Net
Tangible book value before this
|
||||||||
Offering
|
$
|
0.001187
|
||||||
Increase
attributable to new investors
|
$
|
-0.00207
|
||||||
Pro
forma net tangible book value after this offering
|
$
|
0.00098
|
||||||
Dilution
to new investors
|
$
|
0.00902
|
5%
|
25%
|
50%
|
MAXIMUM
|
|||||||||||||
Public
Offering Per Share
|
$
|
0.01000
|
$
|
0.01000
|
$
|
0.01000
|
$
|
0.01000
|
||||||||
Net
Tangible Book Value per share 10/31/09
|
0.001187
|
0.001187
|
0.001187
|
0.001187
|
||||||||||||
Increase
per share attributed to this offering
|
-0.002323
|
-0.001799
|
-0.001209
|
-0.000207
|
||||||||||||
Pro
forma net tangible book value per share after
offering
|
-0.001136
|
-0.000611
|
-0.000022
|
-0.000980
|
||||||||||||
Dilution
to new investors
|
0.0114
|
0.01061
|
0.01002
|
0.009020
|
||||||||||||
%
|
111
|
%
|
106
|
%
|
100
|
%
|
90.2
|
%
|
||||||||
Number
of
|
Amount
|
Average
|
||||||||||||||||||
shares
purchased
|
Percent
|
of
consideration
|
Percent
|
price
per share
|
||||||||||||||||
Existing
shareholders
|
80,000,000 | 80.0 | % | $ | 800 | 0.003 | % | $ | 0.000010 | |||||||||||
New
investors
|
20,000,000 | 20.0 | % | $ | 200,000 | 99.007 | % | $ | 0.010 | |||||||||||
100,000,000 | 100.0 | % | $ | 200,800 | 100.0 | % | $ | 0.002 |
|
5% | 25% | 50% |
Maximum
|
||||||||||||
Website
development
|
$ | 10,000 | 10,000 | 40,000 | ||||||||||||
Marketing
|
$ | 8,000 | 10,000 | 40,000 | ||||||||||||
Rent
|
5,000 | 5,000 | ||||||||||||||
Purchase
of equipment
|
||||||||||||||||
and
software
|
5,000 | 10,000 | ||||||||||||||
General
and administrative
|
||||||||||||||||
Expenses
|
5,000 | 10,000 | ||||||||||||||
Legal
and accounting
|
1,000 | 10,000 | ||||||||||||||
Working
capital
|
21.000 | |||||||||||||||
Offering
Expenses
|
10,000 | 32,000 | 32,000 | 32,000 | ||||||||||||
Total
|
$ | 10,000 | $ | 50,000 | $ | 68,000 | $ | 168,000 |
•
|
our
lack of operating history;
|
•
|
the
proceeds to be raised by the offering: and
|
•
|
·
estimates
of our business potential.
·
the
limited financial resources of our company.
·
the
amount of equity and control desired to be retained by the present
stockholders.
|
-
|
None
of such persons is subject to a statutory disqualification, as that term
is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
|
|
-
|
None
of such persons is compensated in connection with his or her participation
by the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities; and
|
|
-
|
None
of such persons is, at the time of his participation, an associated person
of a broker- dealer; and
|
|
-
|
All
of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3(a)4-1 of the Exchange Act, in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of the issuer otherwise than in connection with
transactions in securities; and (B) are not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities
for any issuer more than once every twelve (12) months other than in
reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
|
●
|
We
will immediately hire an outside web designer to begin development of our
website and begin negotiations with service providers to develop our
network infrastructure and transaction processing systems. The
negotiation of service providers and the development and maintenance of
the website, network infrastructure and transaction processing systems
will be ongoing during the life of our operations. Developing a
workable version of our website will take approximately three months, and
developing workable versions of our network infrastructure and transaction
processing systems will take approximately six
months.
|
●
|
We
will also begin software development. We intend to rely on third
party service providers to develop our software. To date we have not
entered into any formal relationship with any third parties to provide
these services, and we intend to start the process following completion of
the offering.
|
●
|
Approximately
90 days after we complete our public offering, we intend to promote our
website primarily through viral marketing, such as blogs, postings on
online communities and other methods of getting Internet users to refer
others to our website by e-mail or word of mouth. We also intend to
use search engine optimization, the marketing of our website and software
via search engines by purchasing sponsored placement in search result, and
to enter into affiliate marketing relationships with website providers to
increase our access to Internet consumers. We believe that it will
cost a minimum of $10,000 for our marketing campaign. Marketing is
an on-going matter that will continue during the life of our operations.
|
●
|
Approximately
six to nine months after we complete our public offering, we believe that
we will be able to begin
operations.
|
·
|
rapidly
changing technology;
|
·
|
evolving
industry standards in computer hardware, programming tools and languages,
operating systems, database technology and information delivery
systems;
|
·
|
changes
in customer requirements;
|
·
|
and
frequent new product and service introductions and
enhancements.
|
•
|
sales
methods;
|
|
•
|
trading
practices;
|
|
•
|
use
and safekeeping of customers’ funds and securities;
|
|
•
|
capital
structure;
|
|
· |
Anti-money
laundering;
|
|
•
|
record-keeping; and
|
|
•
|
conduct
of directors, officers and
employees.
|
·
|
additional
legislation;
|
·
|
changes
in rules promulgated by the Commodity Futures Trading Commission, the
National Futures Association, the Board of Governors of the Federal
Reserve System, the FSA, the various stock and futures exchanges and other
self-regulatory organizations; and
|
·
|
changes
in the interpretation or enforcement of existing rules and laws,
particularly any changes focused on online brokerage firms that target an
active trader customer base.
|
●
|
We
will immediately hire an outside web designer to begin development of our
website and begin negotiations with service providers to develop our
network infrastructure and transaction processing systems. The
negotiation of service providers and the development and maintenance of
the website, network infrastructure and transaction processing systems
will be ongoing during the life of our operations. Developing a
workable version of our website will take approximately three months, and
developing workable versions of our network infrastructure and transaction
processing systems will take approximately six
months.
|
●
|
We
will also begin software development, which will be utilized for our
trading platform. We intend to rely on third party service providers
to develop our software. To date we have not entered into any formal
relationship with any third parties to provide these services, and we
intend to start the process following completion of the
offering.
|
●
|
Approximately
90 days after we complete our public offering, we intend to promote our
website primarily through viral marketing, such as blogs, postings on
online communities and other methods of getting Internet users to refer
others to our website by e-mail or word of mouth. We also intend to
use search engine optimization, the marketing of our website and software
via search engines by purchasing sponsored placement in search result, and
to enter into affiliate marketing relationships with website providers to
increase our access to Internet consumers. We believe that it will
cost a minimum of $10,000 for our marketing campaign. Marketing is
an on-going matter that will continue during the life of our operations.
|
●
|
Approximately
six to nine months after we complete our public offering, we believe that
we will be able to begin
operations.
|
Name
of Beneficial Owner
|
Common
Stock Beneficially Owned (1)
|
Percentage
of Common Stock
(1)
|
|||||
Moshe
J. Schnapp (2)
|
0
|
--
|
|||||
Medirad,
Inc.
|
40,000,000
|
(3)
|
50.0
|
%
|
|||
Rasel
Ltd
|
40,000,000
|
(3)
|
50.0
|
%
|
|||
All
officers and directors as a group (1 person)
|
0
|
--
|
Name
and Address
|
Age
|
Position(s)
|
Moshe
J. Schnapp
1618
N. Fairfax Avenue,
Los
Angeles, CA 90046
|
47
|
Chief
Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer and sole
Director
|
Name
and Principle
|
|
Salary
|
Bonus
|
Restricted
Stock Awards
|
Option
Awards
|
NonEquity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings
|
All
Other Compensation
|
Total
|
Position | Years |
($)
|
($)
|
($)
|
($) | ($) | ( $) | ($) | ($) |
Moshe
J. Schnapp
CEO
President,
Secretary, Treasurer, and sole Director
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
·
|
have
had a petition under the Federal bankruptcy laws or any state insolvency
law filed by or against them, or had a receiver, fiscal agent or similar
officer appointed by a court for their business or property or any
partnership in which he was a general partner at or within the last two
years, or any corporation or business association of which he was an
executive officer at or within the last two years;
|
·
|
been
convicted in a criminal proceeding or named subject of a pending criminal
proceeding;
|
·
|
subject
of any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from, or otherwise limiting their involvement in
the securities industry or engaging in business in
general
|
·
|
been
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity in the securities
industry;
|
·
|
been
found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated.
|
·
|
been
found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
Independent
Auditors’ Report
|
F-1
|
Balance
Sheet - July 31, 2009
|
F-2
|
Statement of
Operations - July 31, 2009
|
F-3
|
Statement
of Cash Flows - July 31, 2009
|
F-4
|
Statement of
Changes in Stockholders’ Equity
|
F-5
|
Notes
to Financial Statement - July 31, 2009
|
F-6-10
|
Balance Sheet
- October 31, 2009 (unaudited)
|
F-12
|
Statement
of Operations - October 31,
2009 (unaudited)
|
F-13
|
Statement
Of Cash Flows - October 31, 2009 (unaudited)
|
F-14
|
Statement
of Changes in Stockholders' Equity - October 31, 2009
(unaudited)
|
F-15
|
Notes
to Financial Statements - October 31, 2009
(unaudited)
|
F-16-20
|
|
FOREX
INTERNATIONAL TRADING CORP.
|
||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||
STATEMENT
OF INCOME AND EXPENSES
|
||||||||
FOR
THE PERIOD SINCE INCEPTION ON JULY 22, 2009 TO THE YEAR ENDED JULY 31,
2009
|
||||||||
AUDITED
(RESTATED
NOVEMBER 24, 2009)
|
||||||||
Cumulative
through
|
||||||||
July
31, 2009
|
||||||||
Revenue
|
$
|
5,000
|
||||||
Cost
of Revenue
|
-
|
|||||||
Gross
Profit (Loss)
|
5,000
|
|||||||
Operating
Expenses
|
||||||||
Filing
Fees
|
$ |
125
|
||||||
Legal
Fees
|
50,000
|
|||||||
2009
Corporate Audit
|
2,500
|
|||||||
Transfer
Agent Fees
|
500
|
|||||||
Total
Operating Expenses
|
$
|
53,125
|
||||||
Net
Income (Loss) from Operations
|
(48,125
|
)
|
||||||
Other
Income (Expense), Net
|
-
|
|||||||
Net
Income (Loss) before Taxes
|
$
|
(48,125
|
)
|
|||||
Income
Taxes
|
-
|
|||||||
Net
Income(Loss) after Taxes
|
$
|
(48,125
|
)
|
|||||
Weighted
average number of common shares
outstanding - basic and fully
diluted
(Note
8)
|
80,000,000
|
|||||||
Net
(Loss) per share - basic and fully diluted
|
$
|
0.0006016
|
FOREX
INTERNATIONAL TRADING CORP.
|
||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||
STATEMENT
OF CASH FLOWS
|
||||||||
FOR
THE PERIOD SINCE INCEPTION ON JULY 22, 2009 TO THE YEAR ENDED JULY 31,
2009
|
||||||||
AUDITED
|
||||||||
(RESTATED
NOVEMBER 24, 2009)
|
||||||||
July
31, 2009
|
||||
Cash
Flows From Operating Activities
|
||||
Net
income (loss)
|
$ | (48,125 | ) | |
Adjustments
to reconcile net income (loss) to
|
||||
net
cash (used) provided by operating activities:
|
||||
Increase
in Accounts Receivable
|
(5,000 | ) | ||
Increase
in Accounts Payable and Accrued Expenses
|
53,125 | |||
(NOTE
9)
|
||||
Net
cash (used) by operating activities
|
- | |||
Cash
Flows From Investing Activities
|
||||
Purchase
of property, plant and equipment
|
- | |||
Net
cash used in investing activities
|
- | |||
Cash
Flows From Financing Activities
|
||||
Issuance
of Common Stock
|
800 | |||
Issuance
of Preferred Stock
|
- | |||
Increase
in Retained Earnings
|
- | |||
Increase
in Contributed Capital
|
- | |||
Net
cash used in financing activities
|
800 | |||
Net
decrease in cash and cash equivalents
|
800 | |||
Cash
and cash equivalents, Beginning of Period
|
- | |||
Cash
and cash equivalents, July 31, 2009
|
$ | 800 | ||
FOREX
INTERNATIONAL TRADING CORP.
|
||||||||||||||||||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||||
CHANGES
IN STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||
FOR
THE PERIOD SINCE INCEPTION ON JULY 22, 2009 TO THE YEAR ENDED JULY 31,
2009
|
||||||||||||||||||||||||||
AUDITED
(RESTATED
NOVEMBER 24, 2009)
|
||||||||||||||||||||||||||
Common
|
Additional
|
Retained
|
||||||||||||||
Stock
|
Paid
In Capital
|
Earnings
|
Total
|
|||||||||||||
Balance
at July 22, 2009
|
$
|
-
|
$
|
-
|
$ |
-
|
$
|
-
|
||||||||
Stock
Issued (Note 7)
|
800
|
-
|
-
|
800
|
||||||||||||
Additional
Paid in Capital
|
-
|
-
|
-
|
-
|
||||||||||||
Retained
Earnings
|
-
|
-
|
-
|
-
|
||||||||||||
Net
Income
|
-
|
-
|
(48,125
|
)
|
(48,125
|
)
|
||||||||||
Balance
at July 31, 2009
|
$
|
800
|
$
|
-
|
$ |
(48,125
|
)
|
$
|
(47,325
|
)
|
||||||
U.S. federal statutory rate | 34.00 % |
Valuation reserve | 34.00 % |
Total | 0.00 % |
Since
Inception through
|
Three
Months Ended
|
|||||||
October
31, 2009
|
October
31, 2009
|
|||||||
UN-AUDITED
|
UN-AUDITED
|
|||||||
Revenue
|
$ | 34,500 | $ | 29,500 | ||||
Cost
of Revenue
|
- | - | ||||||
Gross
Profit (Loss)
|
34,500 | 29,500 | ||||||
Operating
Expenses
|
||||||||
Filing
Fees
|
$ | 1,326 | 961 | |||||
Proffessional
& Legal Fees
|
125,950 | 75,950 | ||||||
2009
Corporate Audit
|
2,500 | - | ||||||
Transfer
Agent Fees
|
500 | - | ||||||
Total
Operating Expenses
|
$ | 130,276 | $ | 76,911 | ||||
Net
Income (Loss) from Operations
|
(95,776 | ) | (47,411 | ) | ||||
Interest
Expenses and Bank fees
|
- | 240 | ||||||
Net
Income (Loss) before Taxes
|
$ | (95,776 | ) | $ | (47,651 | ) | ||
Income
Taxes
|
- | 0 | ||||||
Net
Income(Loss) after Taxes
|
$ | (95,776 | ) | $ | (47,651 | ) | ||
Weighted
average number of common shares
|
||||||||
outstanding
- basic and fully diluted
(Note
8)
|
80,000,000 | 80,000,000 | ||||||
Net
(Loss) per share - basic and fully diluted
|
$ | 0.0011972 | $ | 0.0005956 | ||||
Common
Stock
|
Additional
Paid
In Capital
|
Retained
Earnings
|
Total
|
|||||||||||||
Balance
at July 22, 2009
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Stock
Issued (Note 7)
|
800 | - | - | 800 | ||||||||||||
Net
Loss
|
- | - | (48,125 | ) | (48,125 | ) | ||||||||||
Balance
at July 31, 2009 - Audited
|
$ | 800 | $ | - | $ | (48,125 | ) | $ | (47,325 | ) | ||||||
Net
Loss for the Period
|
(47,651 | ) | (47,651 | ) | ||||||||||||
Balance
at October 31, 2009
|
$ | 800 | $ | - | $ | (95,776 | ) | (94,976 | ) | |||||||
The
accompanying notes are an integral part of these financial
statements.
|
Since
Inception through
|
Three
Months Ended
|
|||||||
October
31, 2009
|
October
31, 2009
|
|||||||
UN-AUDITED
|
UN-AUDITED
|
|||||||
Cash
Flows From Operating Activities
|
||||||||
Net
income (loss)
|
$ | (95,776 | ) | $ | (47,651 | ) | ||
Adjustments
to reconcile net income (loss) to
|
||||||||
net
cash (used) provided by operating activities:
|
||||||||
Decrease
(Increase) in Accounts Receivable
|
(1,588 | ) | 3,412 | |||||
Increase
(Decrease) in Accounts Payable and Accrued Expenses
|
25,000 | (28,125 | ) | |||||
(NOTE
9)
|
||||||||
Net
cash (used) by operating activities
|
(72,364 | ) | (72,364 | ) | ||||
Cash
Flows From Financing Activities
|
||||||||
Issuance
of Common Stock
|
800 | |||||||
Issuance
of Notes to Affilated Party
|
75,129 | 75,129 | ||||||
Increase
in Retained Earnings
|
- | |||||||
Increase
in Contributed Capital
|
- | |||||||
Net
cash used in financing activities
|
75,929 | 75,129 | ||||||
Net
decrease in cash and cash equivalents
|
3,565 | 2,765 | ||||||
Cash
and cash equivalents, Beginning of Period
|
- | 800 | ||||||
Cash
and cash equivalents
|
$ | 3,565 | $ | 3,565 | ||||
Non-cash
transactions - Accrued interest on notes
|
$ | 129 | $ | 129 | ||||
U.S. federal statutory rate | 34.00 % | ||
Valuation reserve | 34.00 % | ||
Total | 0.00 % | ||
SEC
Registration Fee
|
$
|
100
|
||
Printing
Expenses
|
$
|
1,500
|
||
Audit/Administrative
Fees and Expenses
|
$
|
3,500
|
||
Blue
Sky Fees/Expenses
|
$
|
1000
|
||
Legal
Fees/Expenses
|
$
|
50,000
|
||
Transfer
Agent Fees
|
$
|
900
|
||
TOTAL
|
$
|
57,000
|
Exhibit
No.
|
Description
|
|
3.1
|
Certificate
of Incorporation of Forex International Trading Corp.
(1)
|
|
3.2
|
Bylaws
of Forex International Trading Corp. (1)
|
|
4.1
|
Promissory
Note issued to Rasel Ltd. Dated October 6, 2009 (2)
|
|
4.2
|
Promissory
Note issued to Rasel Ltd. Dated October 20, 2009 (2)
|
|
4.3
|
Letter
Agreement between Rasel Ltd. and Forex International Trading Corp. dated
January 22, 2011
|
|
4.4
|
Promissory
Note issued to Rasel Ltd. Dated January 29, 2010
|
|
5.1
|
Opinion
of Law Offices of Stephen M. Fleming.
|
|
23.1
|
Consent
of Eugene, Egeberg, CPA.
|
|
23.2
|
Consent
of Law Offices of Stephen M. Fleming PLLC (see Exhibit 5.1).
(1)
|
|
99.1
|
Form
of subscription agreement for Common Stock. (1)
|
|
FOREX
INTERNATIONAL TRADING CORP.
|
|||
By:
|
/s/ Moshe
J. Schnapp
|
||
Moshe
J. Schnapp
|
|||
CEO,
President, CFO, Secretary, Treasurer, and Director
|
|||
Signature
|
Title
|
|
/s/
Moshe J. Schnapp
|
CEO,
President, CFO, Secretary, Treasurer, and Director
(Principal
Executive Officer, Principal Financial Officer, and Principal Accounting
Officer)
|
|
Moshe
J. Schnapp
|
|
Re: Forex
International Trading Corp.
|
Forex International Trading Corp. | |||
|
By:
|
/s/ Moshe Schnapp | |
Name: Moshe Schnapp | |||
Title: CEO | |||
|
The
Maker committing an act of bankruptcy, making an assignment for the
benefit of creditors or making or sending a notice of intended bulk
transfer, or if a meeting of creditors is convened or a committee of
creditors is appointed for, or any petition or proceeding for any relief
under any bankruptcy, reorganization, insolvency, readjustment of debt,
receivership, liquidation or dissolution law or statute now or hereinafter
in effect (whether at law or in equity) is filed or commenced by or
against Maker or any property of Maker, or the appointment of a receiver
or trustee for Maker or any property of
Maker.
|
FOREX INTERNATIONAL TRADING CORP. | |||
|
By:
|
/s/ | |
Name: Moshe Schnapp | |||
Title:
CEO
|
|||
/s/
Eugene M. Egeberg
|
||||
Eugene
M, Egeberg
|
||||
Baltimore,
Maryland
January
29, 2010
|