UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 30, 2010

Commission File Number 333-161795 
 
FOREX INTERNATIONAL TRADING CORP.
(Exact name of small business issuer as specified in its charter)
 
Nevada 
27-0603137
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)

3753 Howard Hughes Parkway
Suite 200, Las Vegas, NV 89169
(Address of principal executive offices)
 
888-333-8075
(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 

/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 



 
Item 1.01    Entry into a Material Definitive Agreement.
Item 2.01     Completion of Acquisition or Disposition of Assets.
Item 3.02   Unregistered Sales of Equity Securities.
Item 5.01    Changes in Control of Registrant.
 
 
On November 17, 2010, Forex International Trading Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “APH Agreement”) with AP Holdings Limited (“APH”) pursuant to which the Company agreed to acquire 17,924 ordinary shares of Triple 8 Limited, a corporation organized under the laws of Cyprus, engaged in the business of operating a Forex trading platform (“Triple”).  The securities acquired from APH represent approximately 45% of the issued and outstanding securities of Triple.   Pursuant to the APH Agreement, in consideration  for the securities of Triple, the Company agreed to issue 36,000,000 shares of common stock of the Company as well as a 6%  Convertible Note in the principal amount of $1,200,000 due February 15, 2011 (the “APH Note”).  On December 30, 2010, the Company and APH entered into an amendment to the APH Agreement whereby the number of shares to be delivered by the Company was reduced from 36,000,000 to 25,000,000.  Further, on December 30, 2010,  in order to expedite the transaction and avoid further dilution of the existing shareholders, Medirad Inc. and Rasel Ltd., shareholders of the Company, have agreed to return an aggregate of 70,000,000 shares of common stock to the Company for cancellation upon closing of the APH Agreement.  The above transaction closed on December 30, 2010 with an effective date of October 1, 2010.
 
The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the agreement, which is attached as an exhibit to this Current Report on Form 8-K.  Readers should review the entire agreement for a complete understanding of the terms and conditions associated with these transactions.

Item 9.01                             Financial Statements and Exhibits.

Financial Statements of Business Acquired
 
 
(a)         Filed herewith are the following:

Audited consolidated financial statements of Triple 8 Limited for the year ended December 31, 2009 (to be filed by amendment within 71 days of the filing of this Form 8-K Current Report)

Unaudited consolidated financial statements of Triple 8 Limited for the nine and three months ended September 30, 2010 (to be filed by amendment within 71 days of the filing of this Form 8-K Current Report)

(b)         Pro Forma Financial Information  

 Not Applicable

(c)          Shell Company Transactions

 Not Applicable

(d)          Exhibits

 
  Exhibit Number         Description
4.1  
6% Convertible Note issued to AP Holdings Limited.
     
10.1
 
Share Exchange Agreement by and between Forex International Trading Corp. and AP Holdings Limited (1)
     
10.2
 
Letter Agreement by and between Forex International Trading Corp., AP Holdings Limited, Medirad Inc. and Rasel Ltd.
     
 
 
(1)  
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 17, 2010.

 
 
 

 
 
 
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  FOREX INTERNATIONAL TRADING CORP.  
       
Date:  January 3, 2011
By:
/s/ Darren Dunckel  
Las Vegas, Nevada   Name:  Darren Dunckel  
    CEO, President, CFO, Secretary,  
    Treasurer and Director  


                                                         
Exhibit 4.1
 
NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 
$1,200,000
 
Los Angeles, California
Execution Date: December 24, 2010; Effective Date: November 17, 2010

FOREX INTERNATIONAL TRADING CORP.

6% CONVERTIBLE DEBENTURE DUE FEBRUARY 15, 2011

FOR VALUE RECEIVED, Forex International Trading Corp., a Nevada corporation (the “Company”), hereby promises to pay to the order of AP HOLDINGS LIMITED, the principal amount of   ONE MILLION TWO HUNDRED THOUSAND dollars ($1,200,000) on February 15, 2011 (“Maturity Date”).  Interest on the outstanding principal balance shall be paid at the rate of six percent (6%) per annum, payable on the Maturity Date.    Accrued interest shall also be payable at such time as any payment of principal of this Debenture is made.  Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.

ARTICLE 1.  
Events of Default and Acceleration

(a)   Events of Default Defined .  The entire unpaid principal amount of this Debenture, together with interest thereon shall, on written notice to the Company given by the Holders of this Debenture, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing.  An Event of Default shall occur:

(i)   if failure shall be made in the payment of the principal when and as the same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or

(ii)   if failure shall be made in the payment of any installment of interest any of the Debentures when and as the same shall become due and payable whether at maturity or otherwise and such failure shall continue for ten (10) days after the date such payment is due; or

(iii)   if the Company shall violate or breach any of the representations, warranties and covenants contained in the Debenture and such violation or breach shall continue for thirty (30) days after written notice of such breach shall been received by the Company from the holder of the Debenture; or

(iv)   if the Company shall consent to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall admit in writing its inability to pay its debts generally as they become due, or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company, in any such proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company other than a liquidation involving a transfer of assets from a Subsidiary to the Company; or
 
 
 
1

 
 

 
(v)   if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or

(vi)   if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without consent of the Company, a receiver, trustee or liquidator of the Company, or of all or any substantial part of the property of the Company, or approving a petition filed against the Company or any Material Subsidiary seeking a reorganization or arrangement of the Company or any Material Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or any substantial part of the property of the Company shall be sequestered;  and such order, judgment or decree shall not be vacated or set aside within ninety (90) days from the date of the entry thereof.

(b)   Rights of Debenture Holder .  Nothing in this Debenture shall be construed to modify, amend or limit in any way the right of the holder of this Debenture to bring an action against the Company.

ARTICLE 2.  
Conversion

(a)   Right of Conversion .

(i)   At any time commencing on the date hereof (the “Initial Conversion Date”), the holder of this Debenture shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Debenture, to convert all or any part of the principal amount of this Debenture outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Common Stock at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Debenture.

(ii)   In order to exercise the conversion right, the holder of this Debenture shall surrender this Debenture at the office of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Debenture which the holder elects to convert and the registration and delivery of certificates for shares of Common Stock issuable upon such conversion.  The shares of Common Stock issuable upon conversion of principal and interest on this Debenture are referred to as the “Conversion Shares.”  The number of Conversion Shares to be issued upon any whole or partial conversion of this Debenture shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Debenture is delivered to the Company for conversion.  The holder shall thereupon be deemed the holder of the shares of Common Stock so issued, and the principal amount of the Debenture and interest thereon, to the extent so converted, shall be deemed to have been paid in full.  If this Debenture shall have been converted in part, the holder of this Debenture shall be entitled to a new Debenture representing the unpaid principal balance of such Debenture remaining after deducting the principal amount of the Debenture converted.
 
 
 
 
2

 
 

(b)   Conversion Price .  The Conversion Price shall mean twenty cents ($0.20) per share; subject to adjustment as hereinafter provided.
 
 
(c)   Adjustment in Conversion Price .  If the Company shall (A) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (B) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (C) combine or reclassify its outstanding Common Stock into a smaller number of shares or otherwise effect a reverse split, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or other  combination or reclassification shall be proportionately adjusted upward or downward, as the case may be in accordance with generally accepted accounting principles.

(d)   Reclassification, Reorganization or Merger .  In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock or the class issuable upon conversion of this Debenture) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder of this Debenture shall have the right thereafter by converting this Debenture, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon conversion of this Debenture immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.

(e)   Fractional Shares .  No fractional shares or script representing fractional shares shall be issued upon the conversion of any Debentures.

ARTICLE 3.  
Miscellaneous

(a)   Transferability .  This Debenture shall not be transferred except in a transaction exempt from registration pursuant to the Securities Act and applicable state securities law.  The Company shall treat as the owner of this Debenture the person shown as the owner on its books and records.

(b)   WAIVER OF TRIAL BY JURY .  IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL BY JURY.

(c)   WAIVER OF ANY RIGHT OF COUNTERCLAIM .  EXCEPT AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIM IT MAY HAVE AGAINST THE HOLDER OF THIS DEBENTURE BY WAY OF A COUNTERCLAIM (OTHER THAN A COMPULSORY COUNTERCLAIM) IN ANY ACTION ON THIS DEBENTURE.

(d)   Usury Saving Provision .  All payment obligations arising under this Debenture are subject to the express condition that at no time shall the Company be obligated or required to pay interest at a rate which could subject the holder of this Debenture to either civil or criminal liability as a result of being in excess of the maximum rate which the Company is permitted by law to contract or agree to pay.  If by the terms of this Debenture, the Company is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the applicable rate of interest shall be deemed to be immediately reduced to such maximum rate, and interest thus payable shall be computed at such maximum rate, and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of principal.

(e)   Governing Law .  This Debenture shall be governed by the laws of the State of California applicable to agreements executed and to be performed wholly within such State.  The Company hereby (i) consents to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California in any action relating to or arising out of this Debenture, (ii) agrees that any process in any such action may be served upon it, in addition to any other method of service permitted by law, by certified or registered mail, return receipt requested, or by an overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in California City, and (iii) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense of lack of in personam jurisdiction with respect thereto.

(f)   Expenses .  In the event that the Holder commences a legal proceeding in order to enforce its rights under this Debenture, the Company shall pay all reasonable legal fees and expenses incurred by the holder with respect thereto.
 
 
 
3

 
 
 

 
IN WITNESS WHEREOF, the Company has executed this Debenture as of the date and year first aforesaid.
 
 
FOREX INTERNATIONAL TRADING CORP.
 
       
 
By:
/s/ Darren Dunckel  
    Darren Dunckel CEO  
       
       

 

 
 
 
4

 
 
     
NOTICE OF CONVERSION


[To be Signed Only Upon Conversion
of Part or All of Debentures]

FOREX INTERNATIONAL TRADING CORP.

The undersigned, the holder of the foregoing Debenture, hereby surrenders such Debenture for conversion into shares of Common Stock of Forex International Trading Corp. to the extent of $        unpaid principal amount of and interest due on such Debenture, and requests that the certificates for such shares be issued in the name of____________________________ , and delivered to_______________________________ , whose address is______________ .


Dated:  _________________________________________                                   




_______________________________________________
(Signature)

(Signature must conform in all respects to name of holder as specified on the face of the Debenture.)

 
 
 
 
 
 
5

Exhibit 10.2
 
FOREX INTERNATIONAL TRADING CORP.
3753 Howard Hughes Parkway
Suite 200, Las Vegas, NV 89169

December 30, 2010

Shalom Atia, Director
AP Holdings Limited

Sean Schnapp, CEO
Medirad, Inc.

Tom Schnapp, CEO
Rasel Ltd.

Re:           Forex International Trading Corp.

Gentlemen:

Reference is hereby made to the Share Exchange Agreement dated November 17, 2010 (the “Agreement”) entered by and between Forex International Trading Corp. (“Forex”) and AP Holdings Limited (“APH”).  The parties hereby agree that all closing conditions have been satisfied and that the acquisition by Forex of 17,924 ordinary shares of Triple 8 Limited, a Cyprus company (“T8L”), representing 44.9% of T8L, shall be closed December 30, 2010 effective October 1, 2010, subject to the following:

1.  
Acquisition Shares as defined in the Agreement shall mean 25,000,000 shares of common stock of Forex.

2.  
Medirad, Inc. and Rasel, Inc. hereby agreed to return an aggregate of 70,000,000 shares of common stock to Forex for cancellation and return to treasury.
 
Please execute this letter below acknowledging your agreement with the above terms.
 
Sincerely,
 
       
 
By:
/s/ Darren Dunckel  
    Name: Darren Dunckel, CEO  
       
       

 
AGREED AND ACKNOWLEDGED

AP Holdings Limited

By:/s/ Shalom Atia

Name: Shalom Atia, Director

Medirad, Inc.

By:/s/ Sean Schnapp

  Name: Sean Schnapp, CEO

Rasel Ltd.

By:/s/ Tom Schnapp

  Name: Tom Schnapp, CEO