Forex International Trading Corp. (Form: 10-K, Received: 04/06/2011 07:14:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended: December 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

Commission File Number: 333-161795

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

One Grand Central Place

60 E 42nd Street, Suite 5310

New York, NY 10165

(Address of principal executive office)

Issuer's telephone number: 888-333-8075

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

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 x No o

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

As of April 4, 2011, the market value of our common stock held by non-affiliates was approximately $27,262,143 which is computed using the closing price on that day of $0.42 per share.

As of April 4, 2011, 64,809,865 shares of common stock, $.00001 par value per share, of the registrant were outstanding.

Documents incorporated by reference: None

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

INDEX

		Page
PART I
ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	16
ITEM 2.	PROPERTIES	16
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	(REMOVED AND RESERVED)	16
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6.	SELECTED FINANCIAL DATA	19
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 7A.	QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
ITEM 9A.	CONTROLS AND PROCEDURES	27
ITEM 9A(T).	CONTROLS AND PROCEDURES	27
ITEM 9B.	OTHER INFORMATION	27
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28
ITEM 11.	EXECUTIVE COMPENSATION	30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	32
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	33
ITEM 15.	EXHIBITS	34

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In this annual report, references to “Forex,” “FXIT,” “the Company,” “we,” “us,” and “our” refer to Forex International Trading Corp.

Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

PART I

ITEM 1. BUSINESS

General

Forex International Trading Corp. and its subsidiaries and/or variable interests (“Forex”, “FXIT”, or the “Company”), a Nevada corporation, is principally engaged in offering foreign currency market trading to non-US resident clients, professionals and retail clients over its web-based trading systems.

Shares in the Company are listed for trading on the Over the Counter Bulletin Board listings (OTCBB: FXIT). The Company’s headquarters and operating offices are located in New York, NY. The CUSIP number for the Company is 34631J104 and the ISIA number of FXIT is – US34631J1043.

Overview and developments since inception to date:

The Company was incorporated on July 22, 2009 as a development stage company under the laws of the State of Nevada as “Forex International Trading Corp”. On September 9, 2009 the Company filed a Form S-1Registration Statement with the SEC, which became effective on or around March 5, 2010.

On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which was dated April 12, 2010 whereby the Company licensed Triple 8’s proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”). Triple 8 created a website for the Company, which will be funded by the Company at a cost of $50,000 (the “Setup Fee”). Upon the Company and Triple 8 generating $100,000 in revenue under the agreement, the Company will be reimbursed 50% of the Setup Fee ($25,000). The Company will receive 30% of the net profit generated from End Users, which will be increased to 50% in the event that the monthly volume generated by the Company is in excess of $250 million. Triple 8 created a website for the Company under the domain www.4xint.com which is blocked for US and Canadian clients. The Company maintains a corporate website under the domain www.forex-international-trading.com .

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex New York City, LLC (“Forex NYC”) pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into an additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company acquired additional thirty percent (30%) of the issued and outstanding membership interest of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the additional FNYC Interest, the Company issued and sold to Forex NYC 675,000 shares of common stock of the Company. Forex NYC is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Forex NYC is a based Forex investment training facility.

On November 17, 2010, 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 (Conversion Price set to be $0.20 per share) 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 Company defaulted on its note payable to APH in connection with acquisition of Triple. The note was due on February 15, 2011.

On April 5, 2011, the Company and AP Holdings Limited (“APH”), which currently owns 33,000,000 shares of common stock and a 6% Convertible Debenture in the amount of $1,000,000 (the “APH Note”) entered into an agreement whereby APH agreed to extend the maturity date of the APH Note from February 15, 2011 to June 30, 2011. Further, APH agreed that its right to return 16,000,000 shares of common stock to the Company in consideration of 20% of the issued and outstanding securities of Triple is of no force and effect. In consideration of the above, the Company agreed to return the 33,000,000 shares of common stock held by APH to treasury and issue APH 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 33,333,333 shares of common stock. Further, the Series A Preferred Stock votes on an as converted basis multiplied by three and carries standard anti-dilution rights.

On April 5, 2011, the Company and Mladen Poropat, a shareholder of the Company, entered into an agreement whereby the parties agreed to convert the $200,000 6% Convertible Debenture, which was in default and was assigned by APH to Mr. Poropat, into 2,500,000 shares of common stock.

As part of finalizing the Wheatley and Forex NYC acquisitions, on February 24, 2011 the Company entered into consulting agreement for M&A activities with Cross Point Capital Advisors (“Cross Point”). The Company paid Cross Point a consulting fee of $150,000 in cash plus retainer of $9,500 per month for the next 18 months commencing on April 1, 2011 for bringing the Company M&A-related opportunities, and for structuring and advising the Company on those opportunities.

On April 5, 2011, the Company entered into a Share Exchange Agreement with H.A.M. Group Limited (“HAM”) pursuant to which it acquired 1,996 ordinary shares of Triple from HAM representing 5% of the issued and outstanding ordinary shares of Triple. The Company presently owns approximately 50% of Triple. In consideration of the shares, the Company issued HAM 12,000 shares of Series A Preferred Stock and a 6% Convertible Debenture due June 30, 2011 (the “HAM Note”). The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 4,000,000 shares of common stock. Further, the Series A Preferred Stock votes on an as converted basis multiplied by three and carries standard anti-dilution rights. The Series A Preferred Stock does not carry preferential liquidation rights. The HAM Note is convertible into shares of common stock at a conversion price of $0.20 per share.

Operations

Our company, through our partial ownership interest in our affiliates, offers online brokerage services in financial instruments using our Forex trading platform to non-US based customers. Forex's targeted customer base for brokerage services includes active individual, professional and institutional traders. Customers are entitled to open accounts directly with Triple 8’s subsidiaries or affiliates through our web site. We also provide a `demo' trading system and an e-learning center that may be accessed by registering on the website. We intend to develop, market and operate a software system that delivers foreign exchange services to the public through the Internet. We will offer an electronic trading platform which seamlessly integrates strategy trading tools, historical and streaming real-time market data, and direct-access order-routing and execution. We allow our clients to be directly, through Triple 8 subsidiaries or their affiliates, connected to market prices. Under our method, clients are able to trade at market prices at fixed trading commissions.

The Company has blocked the ability of potential subscribers in the United States and Canada from engaging in any transactions. This restriction will be lifted once the Company has obtained the required licenses. As a result of the acquisition of our interests in Wheatley, we can start to solicit US clients as long as we refer them to a licensed liquidity provider, which we have commenced developing through Wheatley.

Clients and Customers

Forex's targeted customer base for brokerage services includes active individual, professional and institutional traders. The entirety of the Company’s customer through Triple 8 subsidiaries or affiliate base is outside of the United States and Canada. In connection with the acquisition of interests at Forex NYC, the Company incorporated the offerings provided by Forex NYC under www.forexnewyorkcity.com into our website. Per the acquisition of Wheatley interests the Company is working to incorporate Wheatley website into our corporate website. Wheatley stand alone website is operating under www. wheatleyassetmanagement.com.

Competition

The market for online forex brokerage services is intensely competitive and is rapidly evolving, and there appears to be substantial consolidation in the industry of online forex brokerage services, Internet-based real-time market data services, and trading analysis software tools. We believe that, due to the current and anticipated rapid growth of the market for integrated trading tools, real-time market data and online brokerage services, competition, as well as consolidation, will substantially increase and intensify in the future. We believe our ability to compete will depend upon many factors both within and outside our control, including, but not limited to: pricing; the timing and market acceptance of new products and services and enhancements developed by us and our competitors; technological developments; product content; our ability to design and support efficient, materially error-free Internet-based systems; market conditions, such as volatility in currency fluctuations, stock prices, inflation and recession; product and service functionality; data availability; ease of use; reliability; customer service and support; and sales and marketing efforts.

We will face direct competition from several publicly-traded and privately-held companies, including principally online brokerage firms, and providers of direct-access order execution services. Our competitors will include many foreign exchange online brokerage firms currently active in the United States and Europe. Many online brokerage firms currently offer direct-access service.

Many of our existing and potential competitors, which will include online discount and traditional brokerage firms, and financial institutions that are focusing more closely on online services, including direct-access services for active traders, have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we will. Furthermore, there is the risk that larger financial institutions which offer online brokerage services as only one of many financial services may decide to use extremely low pricing rates in the foreign currency market to acquire and accumulate customer accounts and assets to derive interest income and income from their other financial services. Though we do plan to offer other financial services; such pricing techniques, should they become common in our industry, could have a material, adverse effect on our results of operations, financial condition and business model.

Generally, competitors may be able to respond more quickly to new or emerging technologies or changes in customer requirements or to devote greater resources to the development, promotion and sale of their products and services than we will. There can be no assurance that our potential competitors will not develop products and services comparable or superior to those that will be developed and offered by us or adapt more quickly than us to new technologies, evolving industry trends or changing customer requirements, or that we will be able to timely and adequately complete the implementation, and appropriately maintain and enhance the operation, of our business model. Increased competition could result in price reductions, reduced margins, failure to obtain any significant market share, or loss of market share, any of which could materially adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current or future competitors, or that competitive pressures faced by us will not have a material adverse effect on our business, financial condition and results of operations.

Corporate Headquarters

Our executive, administrative and operating offices are located at One Grand Central Place, 60 E 42nd Street, Suite 5310 New York, New York.

Government Regulation

Our proposed business and industry are highly regulated. In the United States (where the Company currently does not operate), regulatory bodies are charged with safeguarding the integrity of the forex and other financial markets and with protecting the interest of customers participating in those markets. In recent years, the financial services industry in the United States has been subject to increasing regulatory oversight. The regulatory bodies that regulate our business and industry in the United States have proposed and may consider additional legislative and regulatory initiatives and may adopt new or revised regulations that may affect the way in which we conduct our business. Prior to commencing operations in the United States, we will be required to register as a Futures Commission Merchant (FCM) and Forex Dealer Merchant (FDM) and/or Introducing Broker (IB) with the Commodity Futures Trading Commission and as a member of the National Futures Association, which serves as its designated self regulatory examining authority. The Company initially registered through its Chief Executive Officer (“CEO”) as an Introducing Broker. In order to be accepted as an Introducing Broker, the Company’s CEO filed an application with the Commodity Futures Trading Commission and paid a nominal fee. The Commodity Futures Trading Commission evaluated the application and determined that the Company’s CEO is eligible. Prior to obtaining the required registrations in the United States or other applicable jurisdiction, we will block any traffic from the United States and will not allow any trading by US citizens. Upon being accepted as an Introductory Broker, we will be required to comply with various ongoing compliance issues including maintaining and having available for inspection books and records that support and explain all aspects of our commodity futures business. These records must be maintained in an orderly fashion at our main business. All required books and records must be kept for five years and readily accessible for the most recent two years. Additionally, we will have continuing responsibility to have the necessary policies and procedures in place to diligently supervise our employees and agents. We expect that we will be audited at various times to ensure that we are complying with the foregoing. Given the acquisition of the Wheatley Interests, all US trading operations will occur via the Wheatley website; as such, the Company is not hosting any trading activities for US clients directly on its website.

Upon commencing operations in the United States we also will be regulated by governmental bodies and/or self-regulatory organizations in jurisdictions outside of the United States in which we operate. For example, assuming that we operate in each of these jurisdictions, of which there is no guarantee, we will be regulated by the Financial Services Authority in the United Kingdom, the Monetary Authority of Singapore in Singapore, the Australian Securities and Investments Commission in Australia and the Securities and Futures Commission in Hong Kong, assuming we operate in these jurisdictions. We have not commenced the process to register in any of these countries. Many of the regulations we will be governed by are intended to protect the public, our customers and the integrity of the markets. These regulators and self-regulatory organizations regulate the conduct of our business in many ways and conduct regular examinations to monitor our compliance with these regulations. Among other things, we will be subject to laws, rules and regulations that cover all aspects of the Forex business, including:

• 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.

For trading by customers in jurisdictions outside the United States, we intend to conduct a regulatory review of our trading operations in all jurisdictions we deem material to ensure compliance with local laws.

Registered FCMs and FDMs traditionally have been subject to a variety of rules that require that they know their customers and monitor their customers’ transactions for suspicious financial activities. With the passage of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the Patriot Act, FCMs, FDMs and IBs are now subject to even more stringent requirements. As required by the Patriot Act, prior to commencing operations in the United States, we will establish comprehensive anti-money laundering and customer identification procedures, designated an anti-money laundering compliance officer, train our employees and conducted an independent audit of our program. Our customer identification procedures will include both a documentary and a non- documentary review and analysis of the potential customer. Our documentary review requires the collection and confirmation of multiple forms of identification and other documentary evidence from each prospective customer in order to validate such prospective customer’s identity.

FXIT's mode of operation and profitability may be directly affected by:

·	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.

Governmental concern is focused in two basic areas: that the customer has sufficient trading experience and has sufficient risk capital to engage in active trading. The Company will require customers to maintain a $500 opening balance to open an account. We believe the Company's minimum suitability requirements, as well as the extensive user education documentation and tutorials offered on its Web site, are consistent with the rules and regulations concerning active trading.

It is possible that other agencies will attempt to regulate our planned domestic online and other electronic service activities with rules that may include compliance requirements relating to record keeping, data processing, other operation methods, privacy, pricing, content and quality of goods and services as the market for online commerce evolves. Because of the growth in the electronic commerce market, Congress had held hearings on whether to regulate providers of services and transactions in the electronic commerce market. As a result, federal or state authorities could enact laws, rules or regulations, not only with respect to online brokerage services, but other online services we provide or may in the future provide. Such laws, rules and regulations, if and when enacted, could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, since our company's activities and customer base are international, regulatory developments in other countries, including those of which we are unaware, could have an effect on our company and its operations.

Employees

Darren Dunckel, William Glass, Stewart Reich and Liat Franco comprise the officers and directors of the Company. Mr. Dunckel and Ms. Franco are the only employees of the Company. As of the date of this filing. Triple 8 has 66 employees.

ITEM 1A. RISK FACTORS

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors. Despite not being a requirement, we consider the following factors to be risks to our continued growth and development:

We will be required to raise additional capital in order to implement significant growth plans.

Our working capital is positive and will allow conducting our business in the next twelve months. In order to achieve substantial presence in the markets we will have to borrow funds from Moshe J. Schnapp’s contacts, and unrelated third parties, and the receipt of proceeds from the sale of our product range. If adequate funds are not available, we may not be able to fund our expansion, take advantage of acquisition opportunities, develop or enhance products or services, respond to competitive pressures or maintain our public filings. Such inability could have a material adverse effect on our business, results of operations and financial condition.

We may need and be unable to obtain additional funding on satisfactory terms, which could dilute our shareholders or impose burdensome financial restrictions on our business.

Unforeseeable circumstances may occur which could compel us to seek additional funds.. Furthermore, future events, including the problems, delays, expenses and other difficulties frequently encountered by start-up companies may lead to cost increases that could make the net proceeds of this offering insufficient to fund our proposed business plan. Thus, the proceeds of the offering may be insufficient to accomplish our objectives and we may have to borrow or otherwise raise additional funds to accomplish such objectives. We may seek additional sources of capital, including an additional offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. This may not be available on a timely basis, in sufficient amounts or on terms acceptable to us. Our inability to raise additional equity capital or borrow funds required to affect our business plan, may have a material adverse effect on our financial condition and future prospects. Additionally, to the extent that further funding ultimately proves to be available, both debt and equity financing involve risks. Debt financing may require us to pay significant amounts of interest and principal payments, reducing the resources available to us to expand our existing businesses. Some types of equity financing may be highly dilative to our stockholders' interest in our assets and earnings. Any debt financing or other financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility.

We will have inadequate capital to pay significant additional expenses we expect to incur as a public company and, as a result, we will be required to raise additional capital further diluting investors that participated in prior offerings.

We are a reporting company subject to the requirements of section 15(d) of the Exchange Act. In order to comply with such reporting requirements, we will incur additional administrative expenses including substantial legal and accounting expenses. We expect such fees to be approximately $50,000 per year. As a result, we will be required to raise additional debt or equity financing, of which there is no guarantee that such financing will be available or available on acceptable terms. To date, Rasel Ltd., a shareholder of the company, has loaned the company $125,000 ($130,547 including interest accrued to year end) and on January 5, 2011, the Company closed private placement memorandum and issued 3,655,635 restricted shares to accredited investors at an aggregate purchase price of $520,000. If we are required to raise additional funds and if we raise such proceeds in the form of equity, our shareholders will be further diluted.

Our success will be dependent on attracting key and other personnel, particularly in the areas of management, technical services and customer support.

We believe that our success will depend on the continued efforts of Darren Dunckel for the development of our platform. Such experience will be important to the establishment of our business. The loss of Darren Dunckel during this early stage could disrupt and negatively affect our business and operations. Our success also depends on having highly trained technical and customer support personnel.

We may have difficulty attracting and employing members to our senior management team and sufficient technical and customer support personnel to keep up with our growth needs. This shortage could limit our ability to increase sales and to sell services. Competition for personnel is intense. If we cannot hire suitable personnel to meet our growth needs, our business and operations will be negatively affected.

Our success will be dependent upon our receipt and maintenance of regulatory approvals in the major customer markets around the world.

We believe that our success, in large part, depends upon our ability to receive and obtain regulatory approval in the major markets around the world. For example, if we are to market our services in the United States, we will be required to obtain the approval of the Commodities Futures Trading Commission and the National Futures Association. Until we obtain the required registrations from each jurisdiction, we will not be able to generate customers or revenue in such jurisdiction. As a result, if we do not obtain the required registrations, we will not be able to generate revenues and we will not be able to implement our operations in any meaningful way.

Many of the regulations we will be governed by are intended to protect the public, our customers and the integrity of the markets. If we are successful in registering in any jurisdiction, these regulators and self-regulatory organizations regulate the conduct of our business in many ways and conduct regular examinations to monitor our compliance with these regulations. Among other things, we will be subject to laws, rules and regulations that cover all aspects of the Forex business, including:

• 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.

If the regulators determine that we breached or violated any rule, law or regulation, we may be subject to sanctions, fines or revocation of our registration in such jurisdiction, which will have a negative impact on our operations and may require that we cease operations assuming that we have developed operations.

Fluctuations in our quarterly results may adversely affect our stock price.

Our quarterly operating results will likely vary. Our operating results will likely fall below the expectations of securities analysts or investors in some future quarter or quarters. Our failure to meet these expectations would likely adversely affect the market price of our common stock. Our quarterly operating results may vary depending on a number of factors, including:

·	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.

Our industry is intensely competitive, which will make it difficult to attract and retain customers.

The markets for online forex brokerage services and Internet-based trading tools, and real-time market data services is intensely competitive and rapidly evolving, and there has been substantial consolidation of those three products and services occurring in the industry. We believe that competition from large online brokerage firms and smaller brokerage firms focused on active traders, as well as consolidation, will substantially increase and intensify in the future. Competition may be further intensified by the size of the active trader market. We believe our ability to compete will depend upon many factors both within and outside our control. These include: price pressure; the timing and market acceptance of new products and services and enhancements developed by us and our competitors; the development and support of efficient, materially error-free Internet-based systems; product and service functionality; data availability and cost; clearing costs; ease of use; reliability; customer service and support; and sales and marketing decisions and efforts.

There is no guarantee that we will adequately be able to protect our properties and software licenses which may have a negative impact on our operations.

While we will seek to protect our technology that we will develop, it will not be possible for us to detect all possible infringements of our software, text, designs and other works of authorship. Also, copyright protection does not extend to functional features of software and will not be effective to prevent third parties from duplicating any of our future-developed software's capabilities through engineering research and development. In addition, our technology and intellectual property may receive limited or no protection in some countries, and the global nature of the Internet makes it impossible to control the ultimate destination of our work.

If our future-developed software is found to infringe on the copyrights or patents of a third party, the third party or a court or other administrative body could require us to pay royalties for past use and for continued use, or to modify or replace the software to avoid infringement. We cannot assure you that we would be able to modify or replace this software.

Any of these claims, with or without merit, could subject us to costly litigation, divert our technical and management personnel and materially and adversely affect our business and operations.

There is no guarantee that we will adequately be able to protect trademarks and service marks which may have a negative impact on our operations.

Proprietary rights are important to our success and our competitive position. Our actions may be inadequate to protect any trademarks and other proprietary rights or to prevent others from claiming violations of their trademarks and other proprietary rights. We may not be able to protect our domain names for our websites as trademarks because those names may be too generic or perceived as describing a product or service or its attributes rather than serving a trademark function.

If we are unable to protect our proprietary rights in trademarks, service marks and other indications of origin, competitors will be able to use names and marks that are identical to ours or sufficiently similar to ours to cause confusion among potential customers. This confusion may result in the diversion of business to our competitors, the loss of customers and the degradation of our reputation. Litigation against those who infringe upon our service marks, trademarks and similar rights may be expensive. Because of the difficulty in proving damages in trademark litigation, it may be very difficult to recover damages.

Except for a search for the name Forex International Trading Corp., we have not conducted searches to determine whether our service marks, trademarks and similar items may infringe on the rights of third parties. Despite having searched a mark, there may be a successful assertion of claims of trademark or service mark infringement. If a third party successfully asserts claims of trademark, service mark or other infringement, the third party or a court or other administrative body may require us to change our service marks, trademarks, company names, the design of our sites and materials and our Internet domain name (web address), as well as to pay damages for any infringement. A change in service marks, trademarks, company names, the design of our sites and materials and Internet domain names may cause difficulties for our customers in locating us or cause them to fail to connect our new names and marks with our prior names and marks, resulting in loss of business.

The nature of our business may result in potential liability to customers which would have a negative impact upon our results of operations.

Many aspects of the forex brokerage business, including online trading services, involve substantial risks of liability. In recent years there has been an increasing incidence of litigation involving the securities brokerage industry, including class action and other suits that generally seek substantial damages, including in some cases punitive damages. In particular, our future proprietary order routing technology will be designed to automatically locate, with immediacy, the best available price in completing execution of a trade triggered by programmed market entry and exit rules. There are risks that the electronic communications and other systems upon which these products and services rely, and will continue to rely, or our products and services themselves, as a result of flaws or other imperfections in their designs or performance, may operate too slowly, fail or cause confusion or uncertainty to the user. Major failures of this kind may affect all customers who are online simultaneously. Any such litigation could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may not be able to make future acquisitions and new strategic alliances, and, even if we do, such acquisitions and alliances may disrupt or otherwise negatively affect our business.

Our business plan contemplates that we may make acquisitions in complementary companies, technologies and assets. Future acquisitions are subject to the following risks:

·	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.

In addition, we will face competition from other parties, including large public and private companies, venture capital firms, and other companies, in our search for suitable acquisitions and alliances. Many of the companies we will compete with for acquisitions have substantially greater name recognition and financial resources than we have, which may limit our opportunity to acquire interests in new companies, technologies and assets or create strategic alliances. Even if we are able to find suitable acquisition candidates or develop acceptable strategic alliances, doing so may require more time and expense than we expect because of intense competition.

The international nature of our business will add additional complexity and risks to our business.

The nature of the foreign currency business will bring us into contact with different countries and markets. We hope to continue to expand further in international markets. Our international business may be subject to a variety of risks, including:

• 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.

These factors may have a negative effect on any future international operations and may adversely affect our business and operations. We may not be able to compete effectively with other providers of e-commerce services.

Concerns regarding security of transactions and transmitting confidential information over the Internet may adversely affect our business.

We believe that concern regarding the security of confidential information transmitted over the Internet, including, for example, business requirements, credit card numbers and other forms of payment methods, prevents many potential customers from engaging in online trading. If we do not add sufficient security features to future product releases, our services may not gain market acceptance or we may face additional legal exposure.

Despite the measures we plan to take in the areas of encryption and password or other authentication software devices, our future infrastructure, like others, will be potentially vulnerable to physical or electronic break-ins, computer viruses, hackers or similar problems caused by employees, customers or other Internet users. If a person circumvents our security measures, that person could misappropriate proprietary information or cause interruptions in our operations. Security breaches that result in access to confidential information could damage our reputation and expose us to a risk of loss or liability. These risks may require us to make significant investments and efforts to protect against or remedy security breaches, which would increase the costs of maintaining our websites.

Our e-commerce capability depends on real-time accurate product information.

We may be responsible for loading information into our database and categorizing the information for trading purposes. This process entails a number of risks, including dependence on our suppliers both to provide us in a timely manner with accurate, complete and current information and to update this information promptly when it changes. If our suppliers do not provide us in a timely manner with accurate, complete and current information, our database may be less useful to our customers and users and may expose us to liability. We cannot guarantee that the information available in our database will always be accurate, complete and current or comply with governmental regulations either due to third-party or internal errors. This could expose us to liability or result in decreased acceptance of our products and services, which could have a material and adverse affect on our business and operations. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers. In addition, our contracts with the third-party data suppliers must be renewed on a regular basis and the costs for such information may increase, with our company having little or no negotiating influence in such a situation.

Our market is characterized by rapid technological change, and we may not be able to keep up with such change in a cost-effective way.

Our market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could render eventually our future-developed technology obsolete. If we are unable to respond successfully to these developments or do not respond in a cost-effective way, our business and operations will suffer. To be successful, we must adapt to our rapidly changing market by continually improving the responsiveness, services and features of our products and services, by developing or acquiring new features to meet customer needs and by successfully developing and introducing new versions of our Internet-based e-commerce business software on a timely basis. The life cycles of the software that will be used to support our e-commerce services are difficult to predict because the market for our e-commerce will be new and emerging and will be characterized by changing customer needs and industry standards. The introduction of on-line products employing new technologies and industry standards could render our future-developed system obsolete and unmarketable. If a new software language becomes the industry standard, we may need to rewrite our future-developed software to remain competitive, which we may not successfully accomplish in a timely and cost-effective manner.

In addition, as traffic to our platform increases, if at all, we may need to expand and upgrade our technology, transaction processing systems and network hardware and software. We may not be able to project accurately the rate of growth in our on-line businesses. We also may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate increased use of our on-line businesses, which would have a material and adverse affect on our business and operations.

An unexpected event, such as a power or telecommunications failure, fire or flood, or physical or electronic break-in at any of our facilities or those of any third parties on which we rely, could cause a loss of critical data and prevent us from offering services. If our hosting and information technology services were interrupted, including from failure of other parties' software that we integrate into our technology, our business and the businesses of our marketplaces using these services would be disrupted, which could result in decreased revenues, lost customers and impaired business reputation for us and them. As a result, we could experience greater difficulty attracting new customers. A failure by us or any third parties on which we rely to provide these services satisfactorily would impair our ability to support the operations of our services and could subject us to legal claims.

In addition, to a large extent, our company's profits will be dependent upon the operation of its internal risk management system. There is no guarantee that such system will operate successfully in every eventuality.

Anti-takeover provisions and our right to issue preferred stock could make a third party acquisition of us difficult.

Forex is a Nevada corporation. Anti-takeover provisions of Nevada law tend to make it difficult for a third party to acquire control of us, even if a change in control would be beneficial to our shareholders. In addition, our board of directors may issue preferred stock with voting or conversion rights that may have the effect of delaying, deferring or preventing a change of control. Preventing a change of control could adversely affect the market price of Forex common stock and the voting and other rights of holders of Forex common stock.

Our common stock price is likely to be highly volatile.

The market price of our common stock is likely to be highly volatile, as the stock market in general, and the market for Internet-related and technology companies in particular, has been highly volatile. Our shareholders may not be able to resell their shares of our common stock following periods of volatility because of the market's adverse reaction to this volatility. Factors that could cause this volatility may include, among other things:

• 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.

Many of these factors are beyond our control.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1B. Unresolved Staff Comments.

ITEM 2. PROPERTIES

The Company’s headquarters and operations office is located at One Grand Central Place 60 E 42 nd Street,

Suite 5310 New York, New York 10165. The Company contributes to Forex NYC and Wheatley lease payments of $9,500 per month for the space with term ending December 2011. Future minimum payments of obligations under the commitment to contribute to the operating lease at March 18, 2011 are as follows:

·	Until: December 2011 - $95,000

The Company leases two virtual offices in Las Vegas Nevada and in Dallas, Texas paying about $250 per month for each virtual office.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently unaware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

ITEM 4. (REMOVED AND RESERVED )

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

On December 29, 2010, our common stock began trading on the OTC Bulletin Board under the symbol “FXIT”. The Company is authorized to issue 400,000,000 of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock. As of December 31, 2010, 63,586,666 shares of common stock were issued and outstanding and zero (0) shares of preferred stock were issued and outstanding. The Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.

Market Information

Our common stock commenced quotation on the OTCBB and OTCQB under the symbol “FXIT” as of December 9, 2010. The following table sets forth the range of high and low prices per share of our common stock for each period indicated. As there was no trading in 2009, we have only included data for 2010 and 2011 through March 31, 2011.

Quarters Ended	Mar 31				Jun 30				Sept 30				Dec 31
	High		Low		High		Low		High		Low		High		Low
2011	$	0.60	0.18
2010	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a	$	0.32	$	0.28
2009	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a	$	n/a

Record Holders

The number of holders of record for our common stock as of December 31, 2010 was approximately thirty one (31), and as of the day of this filing about fourty four (44).

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since the Date of Inception.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have equity compensation plans authorized.

Recent Issuances of Unregistered Securities

On July 22, 2009 the Company issued 40,000,000 shares of its $0.00001 par value common stock to Meridad Inc. and 40,000,000 shares of its $0.00001 par value common stock to Rasel Ltd. These shares were issued at par with no Additional Paid In Capital for a total of $800.

On March 26, 2010 the Company entered into agreement with Island Capital Management, LLC for the purpose of obtaining DTC Corporate Eligibility. The Company paid as a fee $2,000 in cash and 120,000 shares of restricted stock for the purpose of obtaining DTC Eligibility, including but not limited to performing director, officer and control shareholder Background Reviews and Consultation Services with respect to transfer services, including obtaining CUSIP number(s), documentation formatting and third-party professional consultation services. The Company received DTC eligibility in December 2010.

On April 23, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”). Executive was granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement

On July 8, 2010, the Company issued a Convertible Promissory Note to ATL in aggregate principal amounts of $500,000 (the “Forex Note”). In consideration for the Company issuing the Forex Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”). Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note. On November 8, 2010, the Company and ATL agreed that various loans in the principal amount of $71,736 (the “Prepaid Amount”) provided by ATL to the Company shall be applied to the ATL Note reducing the principal of the ATL Note by such amount. Accordingly, upon the initial conversions of the Forex Note, ATL will not be required to make such pro-rata payment reducing the ATL Note until the Prepaid Amount has been exceeded. On or about January 18, 2011 the Company issued 324,234 common shares to ATL to pay the Prepaid Amount, in lieu of cash.

On November 17, 2010, the Company entered into a Share Exchange Agreement - the APH Agreement with APH pursuant to APH agreement 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.

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company acquired additional thirty percent (30%) of the issued and outstanding membership interest of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the additional FNYC Interest, the Company will issue and sold to Forex NYC 675,000 shares of common stock of the Company.

On January 5, 2011, the Company closed private placement memorandum and issued 3,655,635 restricted shares to accredited investors at an aggregate purchase price of $520,000.

On January 17, 2011 the Company issued to Core Consulting Group (“Core”) 700,000 restricted shares as part of the Company consideration under consulting agreement. Core is serving as the Company Investor relations firm

On February 23, 2011, the Company entered into a Securities Purchase Agreement with Wheatley, pursuant to which the Company issued Wheatley 1,125,000 shares of common stock of the Company in consideration of a 50% interest in Wheatley.

On March 28, 2011 the Company approved issuing to William Jordan ("WJ") 10,000 restricted shares as part of the Company consideration under consulting agreement. WJ served as consultant to the Company in connection with referral to third parties.

All the above shares of common stock of the Company were offered and sold by the Company in a securities purchase transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Director Agreements

On April 23, 2010, the Company issued Mr. Dunckel, Chief Executive Officer, 4,000,000 shares of common stock in conjunction with his April 2010 employment agreement

In conjunction with their respective employment agreements with the Company, the Company agreed to issue Mr. Glass, Mrs. Atias, and Mr. Reich shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25% on an annual basis at the commencement of each term. As of the date hereof, the Company has not issued the shares of common stock to its directors.

On March 7, 2011, Mr. Reich and Mr. Glass each had their agreements with the Company modified to receive restricted shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25%.

The above issued securities were offered and sold in transactions made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder.

Equity Offering – Registered Offering

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

Issuer Purchases of Equity Securities

The Company did not repurchase any of its securities since inception to date.

ITEM 6. SELECTED FINANCIAL DATA

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 6. Selected Financial Data.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management's expectations. See "Forward-Looking Statements" included in this report.

General Overview

Forex was formed with the express intent of providing online trading services to retail customers giving them access to online foreign currency trading. We offer online trading services to non US residents, professional and retail clients over a web-based live and real-time proprietary trading system. The Company currently operates four websites (via its subsidiaries and not including affiliates), the corporate website, www.forex-international-trading.com , and the trading platform, which operates under an affiliate licensing agreement, www.4xint.com . After the acquisition of interests in both Wheatley and Forex NYC the Company operates both http://forexnewyorkcity.com/ and http://wheatleyassetmanagement.com. All websites are currently under further development and construction and modifications may apply. The Company is incorporated in the State of Nevada, and its corporate headquarters and principal offices are located in New York, NY. Forex Sub, the Company’s wholly-owned subsidiary, is incorporated in the State of Israel and maintains only one bank account and one self-trading account on behalf of the Company.

Acquisitions and Divestitures

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired twenty percent (20%) of the issued and outstanding equity of FNYC Interest on a fully diluted basis. In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company. On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company acquired additional thirty percent (30%) of the issued and outstanding membership interest of FNYC Interest on a fully diluted basis. In consideration for the additional FNYC Interest, the Company will issue and sold to Forex NYC 675,000 shares of common stock of the Company. Forex NYC is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Forex NYC is a based Forex investment training facility.

On November 17, 2010, the Company entered into a Share Exchange Agreement the APH Agreement with APH pursuant to which the Company agreed to acquire 17,924 ordinary shares of 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.

Due to the fact that the transaction with APH closed at yearend, we have shown a consolidated balance sheet in the financial statements, but unconsolidated statements of operating income and cash flow.

On April 5, 2011, the Company and APH, which owns 33,000,000 shares of common stock and a 6% Convertible Debenture in the amount of $1,000,000 (the “APH Note”) entered into an agreement whereby APH agreed to extend the maturity date of the APH Note from February 15, 2011 to June 30, 2011. Further, APH agreed that its right to return 16,000,000 shares of common stock to the Company in consideration of 20% of the issued and outstanding securities of Triple is of no force and effect. In consideration of the above, the Company agreed to return the 33,000,000 shares of common stock held by APH to treasury and issue APH 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 33,333,333 shares of common stock. Further, the Series A Preferred Stock votes on an as converted basis multiplied by three and carries standard anti-dilution rights.

On February 23, 2011, the Company entered into a Securities Purchase Agreement with Wheatley pursuant to which the Company acquired fifty percent (50%) of the Wheatley Interest on a fully diluted basis. In consideration for the Wheatley Interest, the Company will issue and sell to Wheatley 1,125,000 shares of common stock of the Company. Wheatley is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Wheatley is an NFA Registered Introducing Broker (IB), Forex Firm and Commodity Trading Adviser (CTA).

2010 and 2009 Results of Operations:

Due to the commencement of our business during this year, the consolidated statements of operations for the years ended December 31, 2010 and July 31 2009 are not comparable. This section of the report should be read together with Notes of the Company’s restated consolidated financials as well as the disclosures in this filling.

The consolidated statements of operations for the years ended December 31, 2010 and July 31, 2009 are compared (subject to the above description) in the sections below:

Revenues

The following table summarizes our revenues for the year ended December 31, 2010 and July 31, 2009:

Year ended December 31 and July 31, respectively		2010				2009
Total revenues		$	148,281			$	68,916

The increase in revenues is attributed to the commencement of our trading platform in May 2010 for clients outside the US.

The following table summarizes our cost of revenues for the year ended December 31, 2010 and July 31, 2009:

Year ended December 31 and July 31, respectively		2010				2009
Total cost of revenues		$	0			$	0

Operating Expenses

The following table summarizes our operating expenses for the year ended December 31, 2010 and July 31, 2009:

Year ended December 31 and July 31, respectively		2010				2009
Total operating expenses		$	539,827			$	236,313

The increase in operating expenses is attributed to the commencement of our trading platform in May 2010 for clients outside the US.

Net interest income (expense)

The following table summarizes our net interest income for the year ended December 31, 2010 and July 31, 2009:

Year ended December 31 and July 31, respectively	2010			2009
Interest income	$	---		$	3,025
Interest expense	$	(48,108	)	$	(40,932)
Net interest expense	$	(48,108)		$	(37,907)

The increase in interest expense is attributed to the issuance of notes payable to finance operations in 2010. In 2009 we did not have any operations, and as such we did not accrue any interest expenses or income.

Liquidity and Capital Resources

As of December 31, 2010, our cash, cash equivalents were $3,078,339 (at December 31, 2009, our cash and cash equivalents were $307), an increase of approximately $3,078,007 from December 31, 2009 to December 31, 2010. The increase in our cash and cash equivalents is primarily the result of our private placements of restricted stock, and the acquisition of approximately 45% of Triple yearend. In our financial statements included herein, we have consolidated the balance sheet of Triple with our balance sheet, but because the acquisition occurred at year end, we have not consolidated the statement of cash flow and statement of operating income.

Cash flow used by operating activities for the year ended December 31, 2010 was $355,157, and cash flow used by operating activities in 2009 was $97,046. In 2010, the Company had an operating platform, whereas in 2009, Company activities were limited to production of financial statements and legal fees in connection with our public offering. Cash flow used by investing activities for the year ended December 31, 2010 was $24,442,639, and cash flow used by investing activities in 2009 was $58,152. Cash from used by investing activities in 2010 includes an adjustment to reflect the cash from the acquisition of a subsidiary. Cash provided by financing activities in the year ended December 31, 2010 was $27,875,828, and cash flow provided by financing activities was $240,291 for the year ended July 31, 2009. During 2010, FXIT completed restricted registered offering of common stock to accredited investors, raising $200,000, and issued advances on equity in the amount of $520,000 for a private placement that was completed shortly after yearend. In 2009, FXIT completed a private placement of 80MM shares to Rasel and Medirad, respectively, in the aggregate amount of $800.

Our future capital requirements and the adequacy of available funds will depend on numerous factors, including the successful commercialization of our products, competing technological and market developments, and the development of strategic alliances for the development and marketing of our products. Our Company intends to try to obtain additional funds through equity or debt financing, strategic alliances with corporate partners and others, or through other sources. On October 6, 2009, October 20, 2009 and January 29, 2010, Rasel Ltd., a shareholder of our company, loaned $25,000, $50,000 and $50,000, respectively, to our company. .

We expect to use the proceeds to fund our short-term capital requirements including paying administrative expenses associated with maintaining our public company’s filings for the next 12 months. In order to implement our business plan and pay various administrative expenses on a minimal basis for 12 months, we expect that we will need approximately a minimum of $50,000 per month. We expect to be able to remain in operation for a period of 12 months with cash on hand. In the event Forex's plans change or its assumptions change or prove to be inaccurate or the funds available prove to be insufficient to fund operations at the planned level (due to further unanticipated expenses, delays, and problems or otherwise), Forex could be required to obtain additional funds earlier than expected. Forex does have committed sources of additional financing, though there can be no assurance that additional funding, if necessary, will be available on acceptable terms, if at all. If adequate funds are not available, we may be required to further delay, scale-back, or eliminate certain aspects of our operations or attempt to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain of our technologies, product candidates, products, or potential markets. If adequate funds are not available, Forex's business, financial condition, and results of operations will be materially and adversely affected.

Until required for operations, Forex's policy will be to invest its cash reserves in bank deposits or deploy its cash in short term loans. Forex expects that its operating results will fluctuate significantly from quarter to quarter in the future and will depend on a number of factors, most of which are outside Forex's control.

Debt Financing Arrangements

Rasel, LTD - Affiliated Party (During 2010)

On October 6, 2009 the Company signed a Note Payable for $25,000 payable to Rasel due on October 6, 2010 at 4% per annum. The proceeds were used to pay for half of an existing Accounts Payable to Stephen Fleming for legal fees incurred at the Company’s inception.

On October 20, 2009 the Company signed a Note Payable for $50,000 payable to Rasel due on October 20, 2010 at 4% per annum. These proceeds were used to pay for startup costs, audit fees and future expenses.

On January 22, 2010 the Company signed a Note Payable for $50,000 payable to Rasel due on October 30, 2011 at 4% per annum. These proceeds will be used for working capital and future expenses.

On January 22, 2010 the Company signed an amendment to extend the maturity date of the Promissory Notes in the amount of $50,000 and $25,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011.

On March 2, 2011 the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012 in consideration of adding a conversion feature to said note with either a 5% discount to the market price or a fixed price of $0.60. Said extension of maturity was agreed to be effective as of December 30, 2010,

The accrued balance of the notes including interest as of December 31, 2010 is $130,547.

A.T. Limited – Convertible Note and Accrued Interest

The Forex Note bears interest at 10%, matures two years from the date of issuance and is convertible into our common stock, at ATL’s option, at a conversion price of $0.20 subject to adjustment. On the 21st trading day following each conversion, the number of shares of common stock issuable to ATL pursuant to the Forex Note shall be adjusted such that the aggregate number of shares of common stock issuable to ATL is equal to the amount converted divided by 75% of the average of the three lowest closing bid prices during the 20 trading days following delivery of the shares of common stock upon the initial conversion. Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note. As of July 12, 2010, the Company is received a trading symbol (FXIT) but has not commenced trading. Based on fixed conversion price of $0.20, the Forex Note in the aggregate amount of $500,000, excluding interest, is convertible into 2,500,000 shares of our common stock. ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

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

On November 8, 2010, the Company and ATL agreed that various loans in the principal amount of $71,736 (the “Prepaid Amount”) provided by ATL to the Company shall be applied to the ATL Note reducing the principal of the ATL Note by such amount. Accordingly, upon the initial conversions of the Forex Note, ATL will not be required to make such pro-rata payment reducing the ATL Note until the Prepaid Amount has been exceeded. On or about January 18, 2011 the Company issued 324,234 common shares to ATL to settle the Prepaid Amount in lieu of cash.

The Forex Note was offered and sold to ATL in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. ATL is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The accrued balance of the Forex note including interest as of December 31, 2010 is $524,110.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since the Date of Inception.

Critical Accounting Policies and Estimates

We conducted our audits in accordance with standards required by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Although these estimates are based on management’s best knowledge of current events and circumstances that may impact the Company in the future, actual results may differ from these estimates.

Basis of consolidation

Marketable securities

The Company determines the appropriate classification of all marketable securities as held-to-maturity, available-for-sale or trading at the time of purchase, and re-evaluates such classification as of each balance sheet date. The Company assesses whether temporary or other-than-temporary gains or losses on its marketable securities have occurred due to increases or declines in fair value or other market conditions. The Company had marketable securities within continuing operations during the year, which have been sold in the market.

Cash and Cash Equivalents

The Company maintains a cash balance in a non-interest bearing account that currently does not exceed federally insured limits. For purposes of financial statement presentation, the Company considers all highly liquid instruments with a maturity of three months or less to be cash.

Revenue Recognition

The Company uses the accrual basis of accounting for all transactions. The Company recognized revenue and gains when earned and related costs of sales and expenses when incurred.

Fixed and Other Assets

Fixed assets are stated at cost, less accumulated depreciation. Office furniture and equipment are depreciated using the straight-line method over seven years. Computer equipment and software are depreciated using the straight-line method over three years. Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life or the life of the lease (three years).

Costs of software acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized. Once the software is placed in service, the costs are amortized over the estimated useful life.

Costs of Debt Discount are amortized over the life of the note that was discounted, typically two years.

Variable Interest Entities

The Company is required to consolidate variable interest entities (“VIE's”), where it is the entity’s primary beneficiary. VIE's are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE. For the year ended December 31, 2010, the balance sheets and results of operations of FOREX INTERNATIONAL TRADING CORP M.S. LTD, (our wholly owned subsidiary, which is not active in operation and serving as our agent), were consolidated into these financial statements. The results of operations of Triple and its subsidiary were not consolidated, because the transaction occurred at yearend; only Triple balance sheet was consolidated.

On November 17, 2010, Company, entered into the APH Agreement with APH pursuant to which the Company agreed to acquire 17,924 ordinary shares of 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. Due to the Company default on the APH Note, the parties entered a settlement agreement which is summarized below:

On April 5, 2011, the Company and APH, which currently owns 33,000,000 shares of common stock and a 6% Convertible Debenture in the amount of $1,000,000 (the “APH Note”) entered into an agreement whereby APH agreed to extend the maturity date of the APH Note from February 15, 2011 to June 30, 2011. Further, APH agreed that its right to return 16,000,000 shares of common stock to the Company in consideration of 20% of the issued and outstanding securities of Triple is of no force and effect. In consideration of the above, the Company agreed to return the 33,000,000 shares of common stock held by APH to treasury and issue APH 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock has a stated value of $100 per share and is convertible into our common stock at a conversion price of $0.30 per share representing 33,333,333 shares of common stock. Further, the Series A Preferred Stock votes on an as converted basis multiplied by three and carries standard anti-dilution rights.

Although the Company acquired approximately 45% of Triple, the Company determined that Triple was a VIE, and that the Company was the primary beneficiary of the VIE’s residual gains and losses, because it gained de-facto control of the Company’s operations through the appointment of one of its employees as the sole director of the VIE. The Company therefore elected to consolidate Triple’s balance sheet only in the financials herein.

Loss per Share

Net loss per share is provided in accordance with ASC Codification Topic 260 Section S99-1 and Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. The Company had no dilutive common stock equivalents, such as stock options or warrants as of the date of these financials.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign currency translation

The Company considers the United States Dollar (“US Dollar” or "$") to be the functional currency of the Company and its subsidiary. The reporting currency of the Company is the US Dollar and accordingly, all amounts included in the consolidated financial statements have been presented or translated into US Dollars. For non-US subsidiaries that do not utilize the US Dollar as its functional currency, assets and liabilities are translated to US Dollars at period-end exchange rates, and income and expense items are translated at weighted-average rates of exchange prevailing during the period. Translation adjustments are recorded in “Accumulated other comprehensive income” within stockholders’ equity. Foreign currency transaction gains and losses are included in the consolidated results of operations for the periods presented.

Fair value of financial instruments

SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of the fair value of certain financial instruments. The carrying value of financial instruments, which include cash and cash equivalents, loans payable, customer deposits and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. The carrying value of the Company’s note receivable approximates its fair value based on management’s best estimate of future cash collections.

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, requires a full set of general-purpose financial statements to be expanded to include the reporting of comprehensive income. Comprehensive income is comprised of two components, net income and other comprehensive income. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non owner sources. As of December 31, 2010 foreign currency translation adjustments were the only items of other comprehensive income for the Company.

Segment reporting

The Company follows Statement of ASC Codification Topic 220 and Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Recent pronouncements

In May 2008, FAS No. 163, “Accounting for Financial Guarantee Insurance Contracts”, and SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, were issued. In March 2008, FAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 was issued.

The Financial Accounting Standards Board (FASB) issued Statement No. 168 – become effective on July 1, 2009 – The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which makes the Accounting Standards Codification (ASC) the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The adoption of ASC Topic 105 did not have a material impact on the Company’s financial position, cash flows or result of operations. Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on the Company’s operations or financial position.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations and has adopted the disclosure only alternative of ASC Codification Topic 220 and SFAS No. 123, “Accounting for Stock-Based Compensation”. Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Codification Topic 220 and SFAS No. 123.

Year End

On October 18, 2010, the Board of Directors of the Company approved a change in the Company's fiscal year of July 31 to December 31 (the “Fiscal Year Change”). The Company filed a transition report on Form 10-K covering the transition period of August 1, 2010 through December 31, 2010 (the “Transition Period”). The Company also filed its Form 10-Q for the nine months ended September 30, 2010 accordingly.

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 generate revenues and upon future profitable operations from the development of its new business opportunities. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 appears at Page F-1, which appears after the signature page to this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There has been no change or disagreements with accountants during the previous two fiscal years.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the applicable period to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective for the reporting period ending December 31, 2010.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations and provide only reasonable assurance, not absolute assurance, with respect to financial statement preparation and presentation. The design of an internal control system reflects resource constraints and the benefits must be considered relative to the costs of implementing and maintaining the system.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. This assessment was based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we believe that as of December 31, 2010 the Company’s internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the fourth quarter of 2010 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9A(T). CONTROLS AND PROCEDURES

Not applicable.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE.

Below are the names and certain information regarding our executive officers and directors:

Name	Age	Position with the Company

Darren Dunckel	43	Chief Executive Officer, President, Treasurer and Director
William Glass	40	Director
Liat Franco	36	Secretary
Stewart Reich	67	Chairman & Director

Mosche Schnapp, a former officer and director, and Anita Atias, a former director, resigned during the year ended December 31, 2010.

Set forth below is a biographical description of each of our directors and senior executive officers based on information supplied by each of them.

Mr. Schnapp resigned from the board on or around October 18, 2010 to pursue other opportunities, but still provides assistance to the Company through his network of contacts.

Darren Dunckel - Mr. Dunckel has served as the Company’s Chief Executive Officer since April 23, 2010. In addition, Mr. Dunckel is also a member of the Board of Directors of the Company. From 2005 to the present, Mr. Dunckel has served as the President of several privately owned companies. As President, he oversees management of real estate acquisitions and development and sales in the United States and overseas. Since 2004, Mr. Dunckel has served as the President of My Daily Corporation, managing the operations of this financial services company. From 2002 through 2004, Mr. Dunckel was Vice President, Regional Director for the Newport Group managing the territory for financial and consulting services. From 2000 to 2002, Mr. Dunckel was Vice President, Regional Director for New York Life Investment Management consulting with financial advisors and corporations with respect to investments and financial services. Mr. Dunckel was appointed on September 17, 2007 to the Board of Directors as a director of Emvelco Corp., a publicly traded company (f/k/a Vortex Resources Corp). Mr. Dunckel resigned from Emvelco Corp board on April 2009 to pursue other opportunities.

William Glass - Mr. Glass was appointed to the Board of Directors of the Company on August 5, 2010. From 2008 to present, Mr. Glass is presently employed by Gemini Energy. In additional, since 2004, Mr. Glass serves as a member of the Board of Directors and as a consultant to Platinum Energy Resources (Pinksheets: PGRI). From 2000 to 2003, Mr. Glass served as Vice President of Gas Operations and Manager of Natural Gas Trading for Mieco Inc. in Houston, Texas. From 1996 to 2000, Mr. Glass worked as an energy trader at the Atlanta, Georgia based Southern Company Energy Marketing. Mr. Glass also has a Bachelors of Business Administration in both Finance and Accounting from Texas A&M University.

Stewart Reich - Mr. Reich was appointed to the Board of Directors of the Company on July 29, 2010. Mr. Reich was a member of the Board of Directors of Yasheng Eco-Trade Corporation from June 2004 until June 2010, was CEO and President of Golden Telecom Inc., Russia’s largest alternative voice and data service provider as well as its largest ISP, since 1997. In September 1992, Mr. Reich was employed as Chief Financial Officer at UTEL (Ukraine Telecommunications), of which he was appointed President in November 1992. Prior to that, Mr. Reich held various positions at a number of subsidiaries of AT&T Corp. Mr. Reich will serve as Chairman of the Company’s Board of Directors.

Liat Franco - On January 18, 2011, Mrs. L. Franco was appointed by the Company to serve as the Secretary of the Company. Mrs. Franco will replace Mr. Darren Dunckel, the Company's Chief Executive Officer, who acted as the Company Secretary. Mr. Dunckel will continue to serve as a director as well as Chief Executive Officer, President, Chief Financial Officer and Treasurer of the Company. Mrs. Franco graduated with a B.A. Magna Cum Laude from the University of California at Los Angeles and holds a J.D. from the UCLA School of Law in California where she specialized in corporate law, which she received in 2003. Prior to joining the Company, Mrs. Franco served as a Security Officer for foreign consulate in Beverly Hills, California, from 2003 until 2009. From 2009 to the present Mrs. Franco has served as a lecturer on contract law and evidence law at foreign college. On March 4, 2011, the Company entered into an Employment Agreement (the “Employment Agreement”) with Liat Franco whereby the Company will employ Ms. Franco as its Secretary for a term of one year (the “Term”). Ms. Franco does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.

Our directors are elected for a term of one year or until their successors are elected and qualified.

Family Relationships

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

Involvement in Certain legal Proceedings

To our knowledge, during the last ten years, none of our directors and executive officers has:

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

CORPORATE GOVERNANCE

Committees

We intend to appoint an audit committee. Accordingly, we will designate a director as an "audit committee financial expert", as that term is defined in the rules of the Securities and Exchange Commission, at such time.

The Board of Directors does not have a standing nominating committee. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors in accordance with our bylaws and Nevada law.

Meetings may be held from time to time to consider matters for which approval of our Board of Directors is desirable or is required by law.

Agreements with Officers and Directors

On April 23, 2010, the Company entered into the Dunckel Agreement with Darren Dunckel (“Dunckel”) whereby the Company will employ Dunckel as its Chief Executive Officer for a term of two years (the “Term”). For his services during the Term as Chief Executive Officer, the Company will pay Dunckel a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month. Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement. Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay Dunckel an annual bonus in the amount of $100,000. Dunckel will also receive during the Term such medical, health and disability insurance as the Company provides to its executive officers, two weeks of vacation in each calendar year and eligibility to participate in such pension, profit-sharing, retirement and other benefits as are available to executive officers of the Company.

On July 29, 2010, Anita Atias and Stewart Reich were elected as members of the Board of Directors of the Company. On August 5, 2010, Mr. William Glass was elected as a member of the Board of Directors. Mr. Reich and Mr. Glass will each receive on an annual basis at the commencement of each term shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25%. Mrs. Atias has since resigned from the Board due to a conflict of interest. On March 4, 2011, the Company amended the Director Agreements by and between the Company and William Glass and Stewart Reich whereby Mr. Glass and Mr. Reich will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis. The shares of common stock will be restricted as required under the Securities Act of 1933, as amended.

On January 18, 2011, Mrs. L. Franco was appointed by the Company to serve as the Secretary of the Company. For her services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended. In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires executive officers and directors, and persons who beneficially own more than ten percent of the Company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC for Companies registered under Section 12 of the Exchange Act (“Section 12”) . Since we are not registered under Section 12, the executive officers, directors and greater than ten percent beneficial owners were not required by SEC regulations to file forms under 16(a)

Code of Ethics

We have adopted a Code of Ethics that applies to all officers, directors and employees. The Company will provide to any person without charge a copy of such code of ethics upon written request to the Company at its registered offices.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth all compensation paid in respect of our Chief Executive Officer and our most highly compensated three executive officers (collectively, the "Named Executive Officers") for the year ended December 31, 2010 only as the Company did not pay any compensation during the year ended July 31, 2009.

Summary Compensation Table

Name and		Salary		Bonus		Restricted Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Position	Year	($)		($)		($)		($)		($)		( $)		($)		($)

Moshe J. Schnapp CEO(1)	2010		28,286		0		0		0		0		0		0		0

Darren Dunckel CEO	2010		88,459				40,000		0		0		0		0		0

(1)	Resigned as an executive officer and director in 2010.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.

Director Compensation

Pursuant to the employment agreement between the Company and Dunckel, the Company will pay Mr. Dunckel a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month. Mr. Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the agreement. Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay Mr. Dunckel an annual bonus in the amount of $100,000.

Pursuant to the respective employment agreements between the Company and each director, Mr. Reich, and Mr. Glass will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis. The shares of common stock will be restricted as required under the Securities Act of 1933, as amended.

For services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended. In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term.

On December 29, 2010, Mrs. Atias resigned as a director of the Company due to a potential conflict of interest. Ms. Atias is currently the Operations Manager for Online Trading Academy, and the Company operates in a similar industry. Ms. Atias was not compensated by the Company for her services.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Stock Options ($)		Non-equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Darren Dunckel		88,458.36		4,000,000		0		0		0		0		4,088,458.36
William Glass		0		0		0		0		0		0
Stewart Reich		0		0		0		0		0		0

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity awards outstanding at December 31, 2010.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our company's common stock as of April 5, 2011, as to

each person known to beneficially own more than 5% of the Company's common stock

each of our directors

each executive officer

all directors and officers as a group

Unless otherwise indicated, each of the stockholders can be reached at our principal executive offices located at One Grand Central Place, 60 E 42nd Street, Suite 5310, New York, New York 10165.

Name of Beneficial Owner	Common Stock Beneficially Owned (1)		Percentage of Common Stock (1)
Darren Dunckel (2)		4,000,000		11.66	%
Stewart Reich (2)		0		*
William Glass (2)		0		*
Liat Franco (2)		0		*
AP Holdings Limited (4)		38,333,333		52.77	%
Medirad, Inc. (3)		700,000		2.04	%
HAM Group Limited(5)		7,000,000		20.40	%
Mladen Poropot		2,500,000		7.29	%

Total Officers and Directors (4 persons)		4,000,000		11.66	%

* less than 1%,

(1) Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table. The above is based on 34,309,865 shares of common stock outstanding as of April 5, 2011.

(2) Officer and/or director of the Company.

(3) Sean Schnapp, the sole executive officer and director of Medirad, Inc., has voting and dispositive control over the shares held by Medirad, Inc.

(4) AP Holdings Limited beneficially owns 38,333,333 common shares which represents 33,333,333 shares of common stock issuable upon conversion of the Series A Preferred Stock and 5,000,000 shares of common stock issuable upon conversion of the 6% Convertible Debenture. Shalom Atia, the sole executive officer and director of AP Holdings Limited, has voting and dispositive control over the shares held by AP Holdings Limited.

(5) H.A.M. Group Limited (“HAM”) beneficially owns 7,000,000 common shares which represents 4,000,000 shares of common stock issuable upon conversion of the Series A Preferred Stock and 3,000,000 shares of common stock issuable upon conversion of the 6% Convertible Debenture. Moshe Har Adir, the sole executive officer and director of HAM, has voting and dispositive control over the shares held by HAM.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On April 23, 2010, the Company entered into the Dunckel Agreement with Dunckel whereby the Company will employ Dunckel as its Chief Executive Officer for a term of two years (the “Term”). For his services during the Term as Chief Executive Officer, the Company will pay Dunckel a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month. Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement. Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay Dunckel an annual bonus in the amount of $100,000. Dunckel will also receive during the Term such medical, health and disability insurance as the Company provides to its executive officers, two weeks of vacation in each calendar year and eligibility to participate in such pension, profit-sharing, retirement and other benefits as are available to executive officers of the Company.

Rasel, LTD - Affiliated Party (During 2010)

On October 6, 2009 the Company signed a Note Payable for $25,000 payable to RASEL, LTD (“Rasel”) (an affiliated entity) due on October 6, 2010 at 4% per annum. The proceeds were used to pay for half of an existing Accounts Payable to Stephen Fleming for legal fees incurred at the Company’s inception. On October 20, 2009 the Company signed a Note Payable for $50,000 payable to Rasel (a Company Shareholder) due on October 20, 2010 at 4% per annum. These proceeds were used to pay for startup costs, audit fees and future expenses. On January 22, 2010 the Company signed a Note Payable for $50,000 payable to Rasel (a Company Shareholder) due on October 30, 2011 at 4% per annum. These proceeds will be used for working capital and future expenses. On January 22, 2010 the Company signed an amendment to extend the maturity date of the Promissory Notes in the amount of $50,000 and $25,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. On March 2, 2011 the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012 in consideration of adding a conversion feature to said note with either a 5% discount to the market price or a fixed price of $0.60. Said extension of maturity was agreed to be effective as of December 30, 2010, The accrued balance of the notes including interest as of December 31, 2010 is $130,547.

Procedures for Approval of Related Party Transactions

Our Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Director Independence

Board of Directors has determined that Mr. Reich and Mr. Glass are each independent directors as of December 31, 2010 based on the definition of independence in the listing standards of the Nasdaq Corporate Governance Rules. The Board of Directors are currently evaluating committee charters with the goal of establishing a Compensation Committee, a Governance and Nominating Committee and an Audit Committee.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We have engaged Eugene M. Edgeberg, CPA as our auditor for the fiscal year ended December 31, 2010 and 2009.

Audit Fees. The aggregate fees accrued for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2010 and 2009 and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during these fiscal years were $10,000 for 2010 and $2,500 for 2009.

The audit fees incurred in 2010 are not comparable to other periods, because the Company a) restated their financials during the year due to the incorrect classification of certain startup-related expenses in 2009, among other items, and b) the Company changed their fiscal year in 2010 to end on December 31, 2010 from July 31, 2010.

Tax Fees. We did not incur fees to auditors for tax advice and tax compliance services during the fiscal years ended July 31, 2010 and 2009, respectively.

The Company board has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

4.1		Convertible Promissory Note issued by the Company to A.T. Limited dated July 8, 2010 (3)

4.2		Secured and Collateralized Promissory Note issued by A.T. Limited to the Company dated July 8, 2010 (3)

4.3		Collateral and Security Agreement by and between Forex International Trading Group and A.T. Limited 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 A.T. Limited dated November 8, 2010(9)

4.8		6% Convertible Note issued to AP Holdings Limited (11)

4.9		6% Convertible Debenture issued to HAM Group Limited dated April 5, 2011

10.1		Software Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple 8 Limited (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 AP Holdings Limited (10)

10.7		Letter Agreement by and between Forex International Trading Corp., AP Holdings Limited, Medirad Inc. and Rasel Ltd. (11)

10.8		Form of Securities Purchase Agreement by and between Forex International Trading Corp. and Forex New York City, LLC (12)

10.9		Form of Securities Purchase Agreement by and between Forex International Trading Corp. And Wheatley Asset Management , LLC(12)

10.10		Letter Amendment by and between Forex International Trading Corp. and William Glass, dated March 4, 2011 (13)

10.11		Letter Amendment by and between Forex International Trading Corp. and Stewart Reich, dated March 4, 2011 (13)

10.12		Employment Agreement by and between Forex International Trading Corp. and Liat Franco, dated March 7, 2011 (13)

10.13		Agreement between Forex International Trading Corp. and AP Holdings Limited dated April 5, 2011

10.14		Conversion Agreement between Mladen Poropat and Forex International Trading Corp. dated April 5, 2011

10.15		Share Exchange Agreement between Forex International Trading Corp. and HAM Group Limited dated April 5, 2011

21.1		List of Subsidiaries

31.1		Certification of Chief Executive and 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 and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Form of Securities Purchase Agreement by and between Forex International Trading Corp. and Forex New York City, LLC (10)

(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

SIGNATURES

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: April 5, 2011	By:	/s/ Darren Dunckel
		Darren Dunckel
		Chief Executive Officer, President,
		Chief Financial Officer and Treasurer
		(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/Darren Dunckel	Darren Dunckel	Director	April 5, 2011

/s/William Glass	William Glass	Director	April 5, 2011

/s/Liat Franco	Liat Franco	Secretary	April 5, 2011

/s/ Stewart Reich	Stewart Reich	Director	April 5, 2011

FOREX INTERNATIONAL TRADING CORP.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS

For the Year Ended December 31, 2010

FOREX INTERNATIONAL TRADING CORP.

TABLE OF CONTENTS

INDEPENDENT AUDITORS REPORT	F-2

CONSOLIDATED AUDITED BALANCE SHEET	F-3

CONSOLIDATED AUDITED STATEMENT OF OPERATIONS	F-4

CONSOLIDATED AUDITED STATEMENT OF CASH FLOWS	F-6

CONSOLIDATED AUDITED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	F-5

NOTES TO CONSOLIDATED AUDITED FINANCIAL STATEMENTS	F-7 - F-22

F-1

EUGENE M EGEBERG

CERTIFIED PUBLIC ACCOUNTANT

2400 BOSTON STREET, SUITE 102

BALTIMORE, MARYLAND 21224

Telephone (410) 218-1711 Fax (410) 522-5889

To the Board of Directors and Stockholders

Forex International Trading Corp.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of Forex International Trading Corp., and its Wholly owned Subsidiaries (collectively, the "Company") as of December 31, 2010 and as of July 31, 2009, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

On December 30, 2010, the Company acquired approximately 45% of Triple 8 Limited, a foreign company which was audited separately and by another firm. Those numbers have been consolidated with the Company’s Balance Sheet, because we have determined that the Company is the main beneficiary of the Variable Interest Entity, but its Statement of Cash Flow and Statement of Operating Income have not been consolidated into these financial statements, due to the fact that the transaction closed at year-end. We were not engaged to express an opinion on Triple 8 Limited’s financial statement. No such opinion is expressed by us herein.

In our opinion, based on our audits and the report of the other auditors, such consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company. as of December 31, 2010 and as of July 31, 2009 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America

Baltimore, Maryland, March 29, 2011

Eugene M Egeberg

Certified Public Accountant

F-2

FOREX INTERNATIONAL TRADING CORP.

CONSOLIDATED BALANCE SHEET

[Missing Graphic Reference]

	Consolidated
	December 31, 2010			July 31, 2010			December 31, 2009
	AUDITED			AUDITED			UNAUDITED
Current Assets
Cash and cash equivalents		3,078,339			85,893			307
Secured Note and Debt Discount		473,146			453,025			-
Prepaid Expenses and Accounts Receivable		188,075			4,207			-
Total Current Assets		3,739,561			543,125			307

Fixed Assets
Property and Equipment, Net		1,442,222			55,124			-
Goodwill		26,594,710			-			-
Other Assets		346,755			226,962			50,625
TOTAL ASSETS		32,123,247			825,211			50,932

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and Accrued Liabilities		3,416,480			154,412			25,700
Note Payable to APH with Accrued Interest		1,208,800
Total Current Liabilities		4,625,280			154,412			25,700

Minority Interest		497,361			-			-

Long term Liabilities
Convertible Note & Accrued Interest		654,658			631,603			-
Other long-term liabilities		75,000			-			75,129
Total Long term Liabilities		729,658			631,603			75,129

Commitments and Contingencies		-			-			-
TOTAL LIABILITIES		5,852,298			786,015			100,829

Stockholders' Deficit:
Common Stock - $0.00001 par value - 400,000,000
shares authorized, 63,586,666 issued and
outstanding as of 12/31/10; 104,120,000 issued and		636			1,041			800
outstanding as of 7/31/10
Additional Paid-In Capital		26,760,664			240,959			-
Accumulated deficit		(490,351	)		(202,804	)		(50,697	)
TOTAL STOCKHOLDERS DEFICIT		26,270,949			39,196			(49,897	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		32,123,247			825,211			50,932

					-			-

The accompanying notes are an integral part of these financial statements.

F-3

FOREX INTERNATIONAL TRADING CORP.

CONSOLIDATED AUDITED STATEMENT OF INCOME AND EXPENSES

(Does not include operating results of Triple 8 Limited)


	Year Ended			Year Ended			Year Ended
	December 31, 2010			July 31, 2010			July 31, 2009
	AUDITED			AUDITED			AUDITED
Revenue
Net gain from foreign currency future operations		128,281			39,416			-
Consulting & Services		20,000			29,500			5000
Total Revenue		148,281			68,916			5,000
Cost of Revenue		-			-			-
Gross Profit		148,281			68,916			5,000

Operating Expenses
Salaries		177,208			100,094			-
Rent & Office		116,473			13,229			-
Marketing expenses		11,100			-			-
Professional Fees		73,067			74,048			2,500
Filing Fees		30,011			25,456			-
Depreciation & Amortization		105,458			6,178			-
Travel		25,510			13,745			-
Other Expenses		1,000			3,563			-
Total Operating Expenses		539,827			236,313			2,500

Net Profit (Loss) from Operations		(391,546	)		(167,397	)		2,500
Interest Income		-			3,025			-
Interest expense		(48,108	)		(40,932	)		-
Interest Expense, net		(48,108	)		(37,907	)		-
Pretax Income (Loss)		(439,654	)		(205,304	)		2,500
Income Taxes		-			-			-
Net Profit (Loss) after Taxes		(439,654	)		(205,304	)		2,500
Weighted average number of common shares outstanding
Basic		95,827,580			104,120,000			80,000,000
Diluted		95,827,580			104,120,000			80,000,000
Net Loss per share - basic		(0.00459	)		(0.00197	)		0.00003
Net Loss per share - fully diluted		(0.00459	)		(0.00197	)		0.00003

The accompanying notes are an integral part of these financial statements.

F-4

FOREX INTERNATIONAL TRADING CORP.

CONSOLIDATED AUDITED CHANGES IN STOCKHOLDERS' EQUITY

(Does not include the equity of Triple 8 Limited)



				Common			Additional		Retained
	Shares			Stock			Paid In Capital		Earning (Deficit)			Total
Balance at July 22, 2009		-			-			-		-			-

Stock Issued		80,000,000			800			-		-			800
Net Profit		-			-			-		2,500			2,500
Balance at July 31, 2009 - Audited		80,000,000			800			-		2,500			3,300

Net loss: transition period Aug 09-Dec 09 Audited										(53,197	)		(53,197	)
Balance at December 31, 2009 - Audited		80,000,000			800			-		(50,697	)		(49,897	)

Stock issued in private placement		20,000,000			200			199,800					200,000
Restricted shares issued to an Executive		4,000,000			40			39,960					40,000
Restricted Shares Issued to a Consultant		120,000			1			1,199					1,200
AP Holdings shares issued to acquire approximately 45% of Triple 8 Limited		25,000,000			250			25,799,750					25,800,000
Shares issued to Forex NYC to acquire 20%		1,000,000			10			199,990					200,000
Return and cancellation of Medirad shares		(30,000,000	)		(300	)		-					(300	)
Return and cancellation of Rasel LTD shares		(40,000,000	)		(400	)		-					(400	)
Private placement shares issued		3,466,666			35			519,965					520,000
Net loss: for the year ended 12/31/10 - Audited										(439,654	)		(439,654	)
Balance at December 31, 2010 - Audited		63,586,666			636			26,760,664		(490,351	)		26,270,949

The accompanying notes are an integral part of these financial statements.

F-5

FOREX INTERNATIONAL TRADING CORP.

CONSOLIDATED AUDITED STATEMENT OF CASH FLOWS



	Year Ended			Year Ended			Year Ended
	December 31 2010			July 31, 2010			July 31, 2009
	AUDITED			AUDITED			AUDITED
Cash Flows From Operating Activities
Net Profit (loss)		(439,654	)		(205,304	)		2,500

Adjustments to reconcile net income (loss) to
net cash (used) provided by operating activities:
Depreciation & amortization		105,458			6,178			-
Other adjustments		(158,566	)		-			-
Decrease (Increase) in Accounts Receivable		(23,236	)		793			(5,000	)
Increase in Accounts Payable and Accrued Expenses		160,841			101,287			53,125

Net cash provided (used) by operating activities		(355,157	)		(97,046	)		50,625

Cash Flows from Investing Activities
Purchase of fixed assets		(20,097	)		(17,420	)		-
Cash received from investment in subsidiary		2,618,190			-			-
Acquisition of Triple 8 Limited		(27,000,000	)		-			-
Leasehold improvements		(40,732	)		(40,732	)		-

Net cash used by investing activities		(24,442,639	)		(58,152	)		-

Cash Flows From Financing Activities
Issuance of Common Stock		441,200			241,200			800
Advance on issuance of stock		520,000
Increase in Capitalized Costs Related to Issuance of Stock		-			-			(50,625	)
Issuance of note payable in connection with Triple 8 acquisition		1,200,000			-			-
Issuance of shares in connection with Triple 8 acquisition		25,800,000			-			-
Issuance of Notes to Affiliated Party		54,159			128,452			-
Issuance of Convertible Notes to Third Party		511,507			503,151			-
Consideration returned for return of shares		(700	)		-			-
Investment in Secured Note		(411,047	)		(403,025	)		-
Investment in Debt Discount		(100,000	)		(100,000	)		-
Investment in Project		(33,932	)		(24,128	)		-
Investment in Licensing and Websites		(105,359	)		(105,359	)		-

Net cash provided (used) by financing activities		27,875,828			240,291			(49,825	)

Net Increase in cash and cash equivalents		3,078,032			85,093			800

Cash and cash equivalents, Beginning of Period		307			800			-

Cash and cash equivalents, End of Period		3,078,339			85,893			800


Non-cash transactions - Accrued interest on notes receivable		23,145			3,025			-
Non-cash transactions - Accrued interest on notes payable		54,657			6,603			-
Non-cash transactions - Issuing of Convertible Note		500,000			500,000			-
Non-cash transactions - Receiving of Secured Note		400,000			400,000
Non-cash transactions - Issuing of Restricted Shares		41,200			41,200			-
Non-cash transactions - Issuance of shares in connection with Triple 8 acquisition		25,800,000			-			-
Non-cash transactions - Issuance of note payable in connection with Triple 8 acquisition		1,200,000			-			-

The accompanying notes are an integral part of these financial statements.

F-6

FOREX INTERNATIONAL TRADING CORP.

DECEMBER 31, 2010

NOTES TO CONSOLIDATED AUDITED FINANCIAL STATEMENTS

NOTE 1

History and Organization of the Company

Forex International Trading Corp. and its subsidiaries and/or variable interests (“Forex”, “FXIT”, or the “Company”), a Nevada corporation, is principally engaged in offering foreign currency market trading to non US residents, professionals and retail clients over its web-based trading systems.

Shares in the Company are currently listed for trading on the Over the Counter Bulletin Board listings (OTCBB: FXIT). The Company’s headquarters and operating offices are located in New York, NY. The CUSIP number for the Company is 34631J104 and The ISIA number of FXIT is – US34631J1043.

Overview

The Company was incorporated on July 22, 2009 as a development stage company under the laws of the State of Nevada as “Forex International Trading Corp”. On September 9, 2009 the Company filed form S-1 General form for registration of securities under the Securities Act of 1933 with the SEC, which became effective on March 5, 2010.

On March 24, 2010 the Company incorporated its wholly-owned subsidiary in the State of Israel under the name: FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514424985 (“Forex Sub”). To date, Forex Sub has not commenced operations, and only accepts bank deposits on behalf of investors, as authorized by the Company

On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 as detailed above.

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

F-7

On July 29, 2010, Anita Atias and Stewart Reich were elected as members of the Board of Directors of the Company. There is no understanding or arrangement between Mrs. Atias and Mr. Reich and any other person pursuant to which they were appointed as directors. Mrs. Atias and Mr. Reich do not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer. Mrs. Atias and Mr. Reich have 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. Mrs. Atias and Mr. Reich will each receive on an annual basis at the commencement of each term shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25%. On December 29, 2010, Anita Atias, resigned as a director of the Company due to a potential conflict of interest. Ms. Atias is currently the Operations Manager for Online Trading Academy and the Company now operates in a similar industry (See Subsequent Events).

On August 5, 2010, Mr. William Glass was elected as members of the Board of Directors of the Company, which such appointment was accepted by Mr. Glass on August 9, 2010. There is no understanding or arrangement between Mr. Glass and any other person pursuant to which he was appointed as director. Mr. Glass does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer. Mr. Glass 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. Mr. Glass will receive, on an annual basis at the commencement of each term, shares of common stock of the Company registered on a Form S-8 Registration Statement equal to $6,000 divided by the Company’s market price discounted by 25%. (See Subsequent Events).

On November 17, 2010, 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. As of the date of these financial statements, the Company is on default on the APH Note. For settlement terms, please see Subsequent Events.

On December 29, 2010, the Company announced that it began trading on the Over the Counter (OTC) exchange under the symbol FXIT. The Company also announced in December that it was eligible to receive deposits only from customers outside the US and Canada.

Risk Management

Overview

The Company has exposure to credit risk, liquidity risk and market price risk. The company's Management has overall responsibility for the oversight of the Company's risk management within parameters established by the board of Directors. Triple activities, given the above mentioned risks, are monitored and managed as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a client fails to meet its margin requirements due to a loss of funds. Clients are required to deposit cleared funds as margin before they can trade. If the clients' margin falls below the minimum margin requirement to maintain a position, they will be issued a margin call.

The clients either have to increase the margin that they have deposited by providing additional funds or to reduce and/or close out their position. At any point the clients' account is in a status of margin call, the company may, at its discretion, liquidate some or all of that client's positions in order to bring them back into line with their margin requirements. The company also has potential credit risk exposure to market counterparties with which it hedges and with banks that hold company's funds and customers' funds.

The Company manages a number of accounts with leading international banks and brokers and does not expect such counterparties to fail to meet their obligations.

F-8

Liquidity risk

The liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The company continuously monitors its working capital adequacy, including forecast and actual gross profit and cash flows from operations.

Market price risk

Market risk arises from open contracts with customers and counterparties. Exposure to market risk is closely monitored in accordance with limits, and reduced through hedging with other institutions. (i.e. clearing the contracts and recognize a loss or revenue from actions in derivative financial instruments). The company is exposed to currency risk for its financial assets and liabilities which are denominated predominantly in US dollars. The gains and losses arising from the company's exposure are recognized in the profit and loss account.

NOTE 2

Summary of Significant Accounting Policies

Basis of consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary and all variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. Control is determined based on ownership rights or, when applicable, whether the Company is considered the primary beneficiary of a variable interest entity. The balance sheet of Triple 8 Limited and its subsidiary was consolidated, not including consolidation of Triple 8 Limited (and its subsidiary) operations, as the acquisition took place at yearend. .

Marketable securities

Cash and Cash Equivalents

Revenue Recognition

The Company uses the accrual basis of accounting for all transactions. The Company recognized revenue and gains when earned and related costs of sales and expenses when incurred.

Fixed and Other Assets

F-9

Costs of Debt Discount are amortized over the life of the note that was discounted, typically two years.

Variable Interest Entities

The Company is required to consolidate variable interest entities (“VIE's”), where it is the entity’s primary beneficiary. VIE's are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE. For the year ended December 31, 2010, the balance sheets and results of operations of FOREX INTERNATIONAL TRADING CORP M.S. LTD, (our wholly owned subsidiary, which is not active in operation and serving as our agent), were consolidated into these financial statements. The Triple 8 acquisition took place at yearend; therefore, the balance sheet for Triple 8 is consolidated, but the statements of operation and cash flow are not.

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.

Loss per Share

Use of Estimates

Foreign currency translation

Fair value of financial instruments

F-10

Comprehensive Income

Segment reporting

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Recent pronouncements

Stock-Based Compensation

Year End

On October 18, 2010, the Board of Directors of Forex the Company approved a change in the Company's fiscal year of July 31 to December 31 (the “Fiscal Year Change”). The Company filed a transition report on Form 10-K covering the transition period of August 1, 2010 through December 31, 2010 (the “Transition Period”). The Company also filed its Form 10-Q for the nine months ended September 30, 2010 accordingly.

Going Concern

NOTE 3

Acquisitions and Divestitures

On November 17, 2010, the Company entered into a Share Exchange Agreement (the “APH Agreement”) with AP Holdings Limited (“APH”) pursuant to APH agreement 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.

Although the Company acquired approximately 45% of Triple, the Company determined that Triple was a VIE, and that the Company was the primary beneficiary of the VIE’s residual gains and losses, because it gained de-facto control of the Company’s operations through the appointment of one of its employees as the sole director of the VIE. The Company therefore obligated to consolidate Triple’s balance sheet with its own, but given that the APH transaction closed at yearend, the income statement and statement of cash flows are not consolidated.

F-11

The following reflects the pro-forma income statement if Triple had been acquired on January 1, 2010, rather than at the end of the year:

	FXIT			Triple 8			Consolidated
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31, 2010			December 31, 2010			December 31, 2010			July 31, 2010			July 31, 2009
	AUDITED			AUDITED			AUDITED			AUDITED			AUDITED
Total Revenue		148,281			7,450,812			7,599,093			68,916			5,000
Cost of Revenue		-			1,686,371			1,686,371			-			-
Gross Profit		148,281			5,764,441			5,912,722			68,916			5,000
Depreciation & Amortization		105,458			348,209			453,667			6,178			-
Total Other Operating Expenses		434,369			4,532,859			4,967,228			230,135			2,500

Net Profit (Loss) from Operations (EBIT)		(391,546	)		883,373			491,827			(167,397	)		2,500

Minority interest in Net Profit (Loss) from Operations		-			-			301,893			-			-
Total Interest Expense		(48,108	)		(268,507	)		(316,615	)		(37,907	)		-
Pretax Income		(439,654	)		614,866			(126,681	)		(205,304	)		2,500

Net Profit (Loss) after Taxes		(439,654	)		547,900			(193,647	)		(205,304	)		2,500
EBITDA		(286,088	)		1,231,582			945,494			(161,219	)		2,500
Weighted average number of common shares outstanding
Basic								95,827,580			104,120,000			80,000,000
Diluted								95,827,580			104,120,000			80,000,000

Net Loss per share - basic								(0.00202	)		(0.00197	)		0.00003
Net Loss per share - fully diluted								(0.00202	)		(0.00197	)		0.00003

NOTE 4

Short Term Secured Note & Accrued Interest

On July 8, 2010, the Company issued a Convertible Promissory Note to A.T. Limited (“ATL”) in aggregate principal amounts of $500,000 (the “Forex Note”). In consideration for the Company issuing the ATL Note, ATL issued the Company a Secured and Collateralized Promissory Note in the principle amount of $400,000 (the “ATL Note”). Concurrent with the conversion of the Forex Note, ATL must make a payment to the Company reducing a pro rata amount owed to the Company under the ATL Note. The ATL Note bears interest at the rate of 12% per annum and matures one year from the date of issuance. No interest or principal payments are required until the maturity date, but both principal and interest may be prepaid prior to maturity date and ATL is required to pay down an amount equal to any amounts converted under the Forex Note. The ATL Note is secured by shares of common stock of a publicly listed company on the Tel Aviv and London Stock Exchanges with an approximate market value of $400,000 (the “ATL Collateral”). In the event that ATL defaults on the ATL Note, the Company may take possession of the ATL Collateral and, in the event that the ATL Collateral is insufficient to pay the full debt owed under the ATL Note, the Company may pursue further remedies against ATL.

On November 8, 2010, the Company and ATL agreed that various loans in the principal amount of $71,736 (the “Prepaid Amount”) provided by ATL to the Company shall be applied to the ATL Note reducing the principal of the ATL Note by such amount. Accordingly, upon the initial conversions of the Forex Note, ATL will not be required to make such pro-rata payment reducing the ATL Note until the Prepaid Amount has been exceeded On or about January 18, 2011 the Company issued 324,234 common shares to ATL to pay the Prepaid Amount, in lieu of cash.

Per the issuing and receiving the notes, the Company recognizes a debt discount for the difference in the face value of the notes - $100,000. Said Note Discount will be amortized over the life of the Company note: two years. The current portion of Note Discount was presented as current assets, while the remaining long term balance was presented as other assets.

F-12

NOTE 5

Property and Equipment, Net

Property Plant and Equipment for the Company consist as the following, as of December 31, 2010 (Audited):


FXIT
				Purchase
		Useful Life		Price

	Computers and equipment		3		11,025
	Furniture		7		9,430
	Leasehold Improvments		3		40,732

	Total cost				61,187
	Accumulated depreciation and amortization				43,526
	Property Plant and Equipment, Net				17,661

Triple 8
				Purchase
		Useful Life		Price

	Computers		3		98,269
	Software license and development		5		1,574,866
	Furniture and equipment		7		119,532
	Leasehold Improvements		10		21,133
	Vehicle		5		7,221

	Total cost				1,821,021
	Accumulated depreciation and amortization				396,460
	Property Plant and Equipment, Net				1,424,561

F-13

NOTE 6

Other Assets and Goodwill:

Gold Project JV

The Company entered into a joint venture with a third party: EA Emerging Ventures Corp (“EA”) to obtain exploring and exporting gold license from the Republic of Ghana. The Company will utilize its contact, know-how and expertise, trying to obtain JV the desire licensing. Per the agreement with EA, the Company will not be the beneficial owner of the Ghana subsidiary, and/or will not participate in the actual exploring costs. The Company role is designated to administrative and obtaining the license, and in return will be the sole distributer of potential gold designated for export and sales. Costs associated with the JV project acquired along with payroll costs and consulting fees relating to the development of the EA JV, including that used to provide minimal equipment solutions, are capitalized. Once the EA JV is placed in service, the costs will be amortized over the estimated useful life. After the end of the year, it was decided, based on the results of findings gathered in due diligence, to put development of the joint venture on hold indefinitely, and as such all accrued costs have been amortized in these financial statements.

Capitalization of Offering Costs

The Company determined that it had booked certain costs associated with its offering (mostly legal expenses, and expenses associated with producing its financial statements) as expenses in error, which caused a restatement of the financials in 2010. The net amount to be capitalized is $50,625.

Debt Discount on Convertible Note, Net

The Company recognizes a debt discount for the difference in the face value of the ATL notes issued and received by the Company: $100,000. Said Note Discount will be amortized over the life of the Company note: two years. The current portion of Note Discount was presented as current assets, while the remaining long term balance was presented as other asset.

Acquisition of 20% of FOREX NYC

On December 18, 2010, the “Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired 20% of the issued and outstanding equity of FNYC Interest on a fully diluted basis. In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company, at a valuation of $200,000 (See Commitment and Contingencies and Subsequent Events).

Acquisition of approximately 45% of Triple 8 Limited

On November 17, 2010, the Company entered into the APH Agreement with APH, as detailed in footnote 3 above. The goodwill recorded in the transaction was $26,594,710. As part of its due diligence process, the Company hired an outside firm to conduct a fairness opinion on the valuation of Triple. One of the methods employed by that firm for assessing the fairness of the transaction to the Company was the Net Adjusted Asset method, which assumes as its premise that the fair market value of the assets is equal to the cost and book value of those assets. Triple’s balance sheet was audited at 12/31/10 by a separate audit firm, and it was determined that no additional write-up (or writedown) to the value of the assets and liabilities of Triple was needed to bring those assets and liabilities from audited book value to fair market value, because there was only one buyer for those assets, and the assets, particularly the Property Plant and Equipment, had a very specific use. Therefore, the premium in purchase price over the 44.9% of book value of the net assets was allocated entirely to goodwill. The transaction closed at yearend, and the Company will assess impairments to the goodwill on a quarterly, ongoing basis.

White Label License & Websites, Net

On April 19, 2010, the Company entered into a Software Licensing Agreement with Triple 8 Limited (“Triple 8”) which was dated April 12, 2010 whereby the Company will license Triple 8’s proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”). Triple 8 created a website for the Company, which was funded by the Company at a cost of $50,000 (the “Setup Fee”). Upon the Company and Triple 8 generating $100,000 in revenue under the agreement, the Company will be reimbursed 50% of the Setup Fee ($25,000). The Company will receive 30% of the net profit generated from End Users, which will be increased to 50% in the event that the monthly volume generated by the Company is in excess of $250 million. Said agreement with Triple 8 is considered by the Company as a mid-term-solution and in order to examine the system closely, the Company evaluate the platforms capabilities and flexibility to create a custom trading platform for the Company’s FUTURE clients. While the Company is developing its own custom software platform, it began operating said affiliate program with Triple 8 Limited’s existing trading platform. The custom platform will be designed to help clients evaluate risk not only on a per trade basis, but also from a portfolio perspective. The Company will then add additional features to their platform such as: (i) Easy deposit and withdrawal or funds transfers between existing banking/investment accounts; (ii) Total portfolio integration of client’s currency accounts with other investment accounts; and (iii) Detailed real time calculations of profits and losses, among others. As disclosed before, costs of software acquired along with payroll costs and consulting fees relating to the development of internal use software, including that used to provide internet solutions, are capitalized. Once the software is placed in service, the costs are amortized over the estimated useful life. As the Company treating said agreement as a midterm evaluation tool, no amortization was recorded on said costs.

F-14

Total Other Assets as presented in the Balance Sheet, consist as the following, as of December 31, 2010 (Audited):

Description	31-December-10
	Audited
		US$
Capitalization of offering costs			50,626
Acquisition of 20% of FOREX NYC			200,000
Debt Discount on Convertible Note, Net			25,890
White Label License & Websites			70,239
Total			346,755

NOTE 7

Accounts Payable

As of December 31, 2010 the Company owes $3,415,780 in payables and accrued expenses, including $20,064 to Moshe Schnapp and $19,785 to Glendon Advisors, respectively. Glendon Advisors is controlled by a third party, which partners with Moshe Schnapp, a former director and officer of the Company, on unrelated ventures.

The Company owes APH on a short-term note payable in the amount of $1,200,000, and $8,800 in accrued interest at 12/31/10, which by settlement agreement between the companies amended and extended to mature in June 30, 2011. The note and accrued interest are thus classified as a short-term liability on the financial statements included herein reflecting the anticipated extension of maturity. The Note carries 6% annual interest, and is convertible to common shares at $0.20 conversion price per share.

NOTE 8

Income taxes

Deferred income tax assets and liabilities are computed annually for the differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable on the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

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

U.S. federal statutory rate	34.00	%
Valuation reserve	34.00	%
Total	0.00	%

The Company accounts for the income taxes under ASC Codification Topic 740 and SFAS No. 109, “Accounting for Income Taxes”, which requires the use of the liability method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the current enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

F-15

NOTE 9

Notes Payable:

On October 6, 2009 the Company signed a Note Payable for $25,000 payable to Rasel (an affiliated entity) due on October 6, 2010 at 4% per annum. The proceeds were used to pay for half of an existing Accounts Payable to for legal fees incurred at the Company’s inception.

On January 22, 2010 the Company signed a Note Payable for $50,000 payable to Rasel due on October 30, 2011 at 4% per annum. These proceeds will be used for working capital and future expenses.

The accrued balance of the notes including interest as of December 31, 2010 is $130,547.

AT Limited – Convertible Note & Accrued Interest

ATL has agreed to restrict their ability to convert the Forex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

The accrued balance of the Forex note including interest as of December 31, 2010 is $524,110.

F-16

NOTE 10

Stockholders’ Equity

The Company was authorized to issue 400,000,000 shares of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock as of July 31, 2010.

On July 22, 2009 the Company issued 40,000,000 shares of its $0.00001 par value common stock to Meridad Inc. and 40,000,000 shares of its $0.00001 par value common stock to Rasel Ltd. Shares were issued at par with no Additional Paid In Capital for a total of $800.

On April 23, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Darren Dunckel (“Executive”) whereby the Company will employ Executive as its Chief Executive Officer for a term of two years (the “Term”). Executive was granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Agreement

On December 31, 2010, the Company issued 3,466,666 restricted shares to accredited investors at an aggregate purchase price of $520,000. The shares of common stock were offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Tule 501 of Regulation D promulgated under the Securities Act.

NOTE 11

Financial Statement restatement

On September 7, 2010, the Company restated previously issued audited financial statements to capitalize prior startup expenses, including mostly legal expenses that were initially booked as expenses.

NOTE 12

Commitments and Contingencies

S-1 Registration Statement

The Company had filed an S-1 registration statement with the Security and Exchange Commission on September 9, 2009, and the Company received Notice of Effectiveness on March 4, 2010. . A total of 42 investors were solicited under the S-1 registration statement, all of which invested in the Company.

Form 15C211and DTC eligibility

On March 22, 2010, the Company entered into agreement with Spartan Securities Group, Ltd for sponsoring the Company form 15C211. The broker dealer and any of its affiliates were not compensated as part of said agreement.

The Company received DTC eligibility in December 2010 and commenced trading on or about December 28, 2010.

F-17

Employment Agreement

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

Websites

The Company has four websites. All websites are currently under evaluation and further construction, as such modifications may apply. Through the acquisition of the interests with Wheatley, US-based clients can trade on Wheatley platform, but none of the trading occurs on the Company website..

Lease Agreement

The Company’s headquarters and operations office is located at One Grand Central Place 60 E 42nd Street,

Suite 5310 New York, NY 10165. The Company contributes to Forex NYC and Wheatley lease payments $9,500 per month for the space with term ending December 2011. Future minimum payments of obligations under the commitment to contribute to the operating lease at March 18, 2011 are as follows:

·	Until: December 2011 - $95,000

The Company leases two (2) virtual offices in Las Vegas NV, and in Dallas TX paying about $250 per month for each virtual office.

Forex NYC

On July 1, 2010, the Company entered into a Letter of Intent (the “LOI”) with Forex New York City LLC (“Forex NYC”) pursuant to which Forex NYC agreed to sell and the Company agreed to purchase a 10% interest in Forex NYC in consideration of a convertible debenture in the amount of $200,000 (the “Debenture”). The Debenture will mature on the six month anniversary of the issuance, carry 5% interest and is convertible into shares of common stock of the Company at a 25% discount to the market price. In lieu of issuing the Debenture, the Company may pay $200,000 in cash at closing. The Company will also acquire an option to acquire an additional 15% of Forex NYC. The purchase price for such option shall be based on a valuation of the greater of $2,000,000 or three times revenue. The option shall be exercisable commencing on the 30th month following the closing of the initial acquisition and shall expire on the 48th month following the closing of the initial acquisition. Except for various miscellaneous provisions, this LOI is non-binding. The LOI calls for the completion of definitive documentation and completion of due diligence prior to September 1, 2010. Final closing is subject to approval of the final definitive agreements by the Boards of Directors of the Company and Forex NYC. Forex NYC is also required to raise a minimum of $40,000 prior to close.

On December 18, 2010, the Company entered into a Securities Purchase Agreement with Forex NYC pursuant to which the Company acquired 20% of the issued and outstanding membership interest of the FNYC Interest on a fully diluted basis. In consideration for the FNYC Interest, the Company issued and sold to Forex NYC 1,000,000 shares of common stock of the Company.

Legal Proceedings

From time to time, we may be a party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.

F-18

NOTE 13

Related Parties Transactions

On April 23, 2010, the Company entered into an Employment Agreement (the “Dunckel Agreement”) with Darren Dunckel (“Dunckel”) whereby the Company will employ Dunckel as its Chief Executive Officer for a term of two years (the “Term”). For his services during the Term as Chief Executive Officer, the Company will pay Dunckel a salary of $120,000 to be paid on a monthly basis at a rate of $10,000 per month. Dunckel was also granted a signing bonus consisting of 4,000,000 shares of common stock of the Company upon signing the Dunckel Agreement. Additionally, if the Company generates net income of at least $1,000,000 during any fiscal year during the Term, the Company will pay Dunckel an annual bonus in the amount of $100,000. Dunckel will also receive during the Term such medical, health and disability insurance as the Company provides to its executive officers, two weeks of vacation in each calendar year and eligibility to participate in such pension, profit-sharing, retirement and other benefits as are available to executive officers of the Company.

Rasel, LTD - Affiliated Party

Rasel Ltd., which is no longer a related party as a result of closing the APH Share Exchange Agreement which closed at yearend, loaned the Company (while being a related party) the following sums:

On October 6, 2009 the Company signed a Note Payable for $25,000 payable to Rasel due on October 6, 2010 at 4% per annum. The proceeds were used to pay for half of an existing Accounts Payable to for legal fees incurred at the Company’s inception.

On January 22, 2010 the Company signed a Note Payable for $50,000 payable to Rasel due on October 30, 2011 at 4% per annum. These proceeds will be used for working capital and future expenses.

The accrued balance of the notes including interest as of December 31, 2010 is $130,547.

F-19

NOTE 14

Earnings per share


	Year Ended			Year Ended			Year Ended
	December 31, 2010			July 31, 2010			July 31, 2009
	AUDITED			AUDITED			AUDITED
Weighted average number of common shares outstanding
Basic		95,827,580			104,120,000			80,000,000
Diluted		95,827,580			104,120,000			80,000,000
Net Loss per share - basic		(0.00459	)		(0.00197	)		0.00003
Net Loss per share - fully diluted		(0.00459	)		(0.00197	)		0.00003

NOTE 15

Subsequent Events

On March 4, 2011, the Company amended the Director Agreements by and between the Company and William Glass and Stewart Reich whereby Mr. Glass and Mr. Reich will each receive shares of common stock of the Company equal to $12,000 divided by the Company’s market price discounted by 25% on an annual basis. The shares of common stock will be restricted as required under the Securities Act of 1933, as amended.

On February 23, 2011, the Company entered into additional Securities Purchase Agreement with Forex NYC, pursuant to which the Company acquired additional thirty percent (30%) of the issued and outstanding membership interest of Forex NYC (the “FNYC Interest”) on a fully diluted basis. In consideration for the additional FNYC Interest, the Company will issue and sold to Forex NYC 675,000 shares of common stock of the Company. Forex NYC is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Forex NYC is a based Forex investment training facility. The 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. Forex NYC is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.

On January 5, 2011, the Company closed private placement memorandum and issued 3,655,635 restricted shares to accredited investors at an aggregate purchase price of $520,000. The shares of common stock were offered and sold to the investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act. Of these shares, 3,466,666 were issued as of December 31, 2010, for an aggregate purchase price of $520,000.

On or about January 18, 2011 the Company issued per the Forex Note 324,234 common share to ATL for said consideration of $71,736 that was paid in cash.

F-20

On January 18, 2011, Mrs. Liat Franco was appointed by the Company to serve as the Secretary of the Company. Mrs. Franco will replace Mr. Darren Dunckel, the Company's Chief Executive Officer, who acted as the Company Secretary. Mr. Dunckel will continue to serve as a director as well as Chief Executive Officer, President, Chief Financial Officer and Treasurer of the Company. Mrs. Franco graduated with a B.A. Magna Cum Laude from the University of California at Los Angeles and holds a J.D. from the UCLA School of Law in California where she specialized in corporate law, which she received in 2003. Prior to joining the Company, Mrs. Franco served as a Security Officer for foreign consulate in Beverly Hills, California, from 2003 until 2009. From 2009 to the present Mrs. Franco has served as a lecturer on contract law and evidence law at foreign college. On March 4, 2011, the Company entered into an Employment Agreement (the “Employment Agreement”) with Liat Franco whereby the Company will employ Ms. Franco as its Secretary for a term of one year (the “Term”). Ms. Franco does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. For her services during the Term as Secretary, the Company will issue Ms. Franco 15,000 shares of common stock of the Company, which will have a restrictive legend under the Securities Act of 1933, as amended. In the event that the Term of the Employment Agreement is extended, then the number of shares of common stock will be determined by dividing $6,000 by the market price on the first trading day of the Term.

On February 7, 2011, the Company entered into a Letter of Intent ("LOI") to acquire up to 40.1% equity interest (the “Interest”) in Nexus Capital Ltd. (“Nexus”), a U.K. regulated investment advisory firm. The LOI provides that the Company may acquire the option to acquire the Interest in Nexus from equity holders of Nexus at an estimated cost of approximately ₤ 215,600 payable in installments no later than May 31, 2011. The Company engaged a U.K. domestic law firm to prepare the needed closing documentation as well as prepare and file an application with the Financial Services Authority (“FSA”) in London for approval of the acquisition. Except for various miscellaneous provisions, this LOI is non-binding. The acquisition is subject to certain requirements including due diligence, approval from the FSA, execution of a mutually-acceptable definitive purchase agreement and various other customary conditions such as obtaining board approval. Accordingly, no assurances can be made that the transaction will be consummated. The Company is now working with Nexus management to potentially extend the term specified in the LOI.

On February 23, 2011, the Company entered into a Securities Purchase Agreement with Wheatley Asset Management, LLC (“Wheatley”), pursuant to which the Company acquired fifty percent (50%) of the issued and outstanding membership interest of Wheatley (the “Wheatley Interest”) on a fully diluted basis. In consideration for the Wheatley Interest, the Company will issue and sell to Wheatley 1,125,000 shares of common stock of the Company. Wheatley is a limited liability company organized under the laws of the State of New York with headquarters located at One Grand Central Place. Wheatley is an NFA Registered Introducing Broker (IB), Forex Firm and Commodity Trading Adviser (CTA) The 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. Wheatley is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.

As part of finalizing the Wheatley and Forex NYC acquisitions, on February 24, 2011 the Company entered into consulting agreement for M&A activities with a third party- Cross Point Capital Advisors, introducing and structuring these agreements consulting fee of $150,000 in cash plus retainer of $9,500 per month for the next 18 months commencing on April 1, 2011.

F-21

On March 4, 2011, Michael Weissman was engaged by the Company to serve as the Executive Vice President of the Company. In 2009, Mr. Weissman founded Wheatley Asset Management LLC (“Wheatley”), a broker in the Forex and Futures markets, and Forex New York City LLC (“Forex NYC”), an education and training company dedicated to serving the market of retail traders wishing to learn how to trade the world's currencies. The Company presently owns 50% of the outstanding securities of Forex NYC and Wheatley. As managing member, Mr. Weissman’s responsibilities include strategic planning, administration, compliance and marketing. In 2004, Mr. Weissman started trading currencies in the Foreign Exchange (Forex) markets and acquired his National Futures Association Series 3 & 34 licenses. Mr. Weissman earned a BS degree from the State University of New York at Binghamton in 1978. On March 21, 2011, Paul Brittain was engaged by Wheatley to develop and manage its Las Vegas office. Paul Brittain began his professional trading career as an options specialist in 1983 trading options on precious metals and was on the front lines as options made their initial debut on the U.S. Exchanges in the mid 1980's. He honed his unique trading approach by working alongside many professional Wall Street traders on the NY exchanges. In addition to working hand-in-hand with customers, Paul has been managing brokerage firms and training brokers since early on in his career including managing both the New Jersey and Las Vegas Branches of Alaron Trading for 11 years and at one time ran a CTA which was ranked 5th in the US and 8th in the world. Considered an expert in the field of commodity options, he has either been quoted in or contributed content to just about every major industry publication, both on paper and in the electronic media, such as The Wall Street Journal and Bloomberg News, as well as working alongside many of today's most respected analysts in the industry on various trading panels and seminars. Paul has written articles for industry publications such as Futures Magazine, Active Trader, Stocks and Commodities and PitNews, as well as been a featured trader in Futures Magazine and Traders Monthly. In 2009, his book "Commodity Options: Trading and Hedging Volatility in the World's Most Lucrative Market" was released and was ranked in the top 10 trading and investment books of 2009 by SFO magazine. Realizing that a better trader made a better customer, he started publishing informative newsletters in the early 1990's in an effort to better communicate as well as educate his clients. Over the years he started and still publishes the following trading recommendation newsletters: The Beast, The BMD and the Optionologist. In 2004 he started the online trading school www.commoditytradingschool.com, which is recognized and attended by students around the world. Additionally, Paul currently runs a live, cyber- assist day-trading room for his discount online customers in an effort to help his customers identify potential profitable trading opportunities in the various financial markets.

Default on Senior Debt: The Company defaulted on its note payable to APH in connection with the acquisition of Triple. The note was due on February 15, 2011.

On March 28, 2011, the Company’s transfer agent informed the Company that its shares became eligible to be wired electronically via fast transfer method (DRS/DWAC).

F-22

Exhibit 3.3

Certificate of Designation

(PURSUANT TO NRS 78.1955)

Certificate of Designation For

Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:

Forex International Trading Corp.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this

certificate establishes the following regarding the voting powers, designations, preferences,

limitations, restrictions and relative rights of the following class or series of stock.

Series A Preferred Stock of the Corporation be adopted and issued as follows:

1. Designation and Authorized Shares. The Corporation shall be authorized to issue 150,000 shares of Series A Preferred Stock, par value $0.00001 per share (the "Series A Preferred Stock").

2. Stated Value. The stated value of each issued shares of Series A Preferred Stock shall be deemed to be $100.00 (the "Stated Value").

3. Voting. Except as otherwise expressly required by law, each holder of Series A Preferred STock shall be entitled to vote on all matters submitted to shareholders of the Corporation on an as converted basis multiplied by three (see exhibit A)

3. Effective date of filing: (optional)__________________

4. Signature: (required) /s/Darren Dunckel, CEO

Exhibit A

4. Liquidation . The Series A Preferred Stock shall have no liquidation rights.

5. Conversion . (a) Each share of Series A Preferred Stock shall be convertible into shares of Common Stock determined by dividing the Stated Value of such share by the Set Price, at the option of the Holder, at any time and from time to time from and after the original issue date. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “ Notice of Conversion ”), to the attention of Chief Financial Officer. Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Corporation by facsimile (the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.

(b) (i) The conversion price for each share of Preferred Stock shall equal $0.30 (the “ Set Price ”), subject to adjustment below.

(ii) if the Corporation, at any time while the Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Set Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Except in connection with the issuance of securities associated with (a) shares of Common Stock or options to employees, officers, consultants or directors of the Corporation pursuant to any stock or option plan duly adopted by the Board of Directors of the Corporation, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of the Purchase Agreement, (b) securities issued in connection with acquisitions or (d) securities issued as equity enhancements in connection with standard non convertible debt transactions (“ Excepted Issuances ”), if the Corporation, at any time while the Preferred Stock is outstanding, shall issue shares of common stock at a price per share (the “Effective Price”) less than the Set Price then in effect, then and in each such case the then existing Set Price shall be reduced to a price equal to the Effective Price (the “ New Set Price ”).

6. Fractional Shares . Series A Preferred Stock may only be issued in whole shares and not in fractions of a share. If any interest in a fractional share of Series A Preferred Stock would otherwise be deliverable to a person entitled to receive Series A Preferred Stock, the Corporation shall make adjustment for such fractional share interest by rounding up to the next whole share of Series A Preferred Stock.

7. Record Holders . The Corporation and its transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any shares of Series A Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock this 5th day of April 2011.

	FOREX INTERNATIONAL TRADING CORP.

	By:	/s/ Darren Dunckel
		Darren Dunckel
		Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to convert shares of the Series A Preferred Stock)

The undersigned hereby elects to convert the number of shares of the Series A Preferred Stock indicated below, into shares of common stock, no par value per share (the “ Common Stock ”), of _______________, a Nevada corporation (the “ Corporation ”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion

-------------------------------------------------------------------------------------

Number of shares of Preferred Stock owned prior to Conversion

-------------------------------------------------------------------------------------

Number of shares of Preferred Stock to be Converted

-------------------------------------------------------------------------------------

Stated Value of shares of Preferred Stock to be Converted

--------------------------------------------------------------------------------------

Number of shares of Common Stock to be Issued

---------------------------------------------------------------------------------------

Applicable Set Price

----------------------------------------------------------------------------------------

Number of shares of Preferred Stock subsequent to Conversion

----------------------------------------------------------------------------------------

[HOLDER]

By:_______________________

Name:

Title:

Exhibit 4.9

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.

$600,000

New York, New York

Execution Date: April 5, 2011

FOREX INTERNATIONAL TRADING CORP.

6% CONVERTIBLE DEBENTURE DUE JUNE 30, 2011

FOR VALUE RECEIVED, Forex International Trading Corp., a Nevada corporation (the “Company”), hereby promises to pay to the order of H.A.M. Group Limited, the principal amount of SIX HUNDRED THOUSAND dollars ($600,000) on June 30, 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

(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.

(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 New York 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 New York, New Yokr 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 New York 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.

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

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.)

Exhibit 10.13

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT

THIS AGREEMENT, dated as of April 5, 2011 is made by and between Forex International Trading Corp., a Nevada corporation (“Company”), and AP Holdings Limited (the “Holder”).

WHEREAS, the Holder presently owns a $1,000,000 6% Convertible Debenture (the “Debenture”) payable by the Company and 33,000,000 shares of common stock of the Company (the “Common Shares”); and

WHEREAS, the Debenture is presently in default and is convertible to common stock of the Company at a conversion price of $0.20 per share;

WHEREAS, upon default, the Holder was entitled to return 16,000,000 shares of the Company for cancellation and receive shares of Triple 8 Limited (“Triple”) from the Company representing approximately 20% of the issued and outstanding securities of Triple (the “Unwinding”);

WHEREAS, in order to cure the default and extend the Maturity of the Debenture to June 30, 2011, the Holder and the Company have agreed that the Debenture shall be amended to to provide a Maturity Date of June 30, 2011 (the “Extension”);

WHEREAS, as consideration for providing the Extension, the Holder and the Company have agreed to cancel the Common Shares in consideration of the issuance of 100,000 shares of Series A Preferred Shares (the “Preferred Shares”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1. Amendment of the Debenture . The Company and the Holder hereby agree that the Maturity Date (as defined in the Debenture) shall be amended to be defined as June 30, 2011. Accordingly, all parties agree that the Unwinding is of no force and effect.

2. Conversion . The Holder and the Company agree that the Common Shares shall be returned to the Company for cancellation. In consideration for extending the Maturity Date of the Debenture, the Company hereby agrees to issue the Holder the Preferred Shares. The rights and preferences of the Preferred Shares are set forth in the Certificate of Designation attached hereto as Exhibit A.

3. Closing . At the Closing, the Holder shall deliver the Common Shares to the Company for cancellation and the Company shall deliver a certificate to the Holder representing the Preferred Shares.

4. Further Assurances . In connection with the actions take herein, the Holder, by entering into this Agreement, agrees to execute all agreements and other documents as reasonably requested by the Company.

5. Investor Representations and Warranties and Covenants . The Holder represents warrants and covenants to the Company as follows:

a. No Registration . The Holder understands that the Common Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “ Securities Act” ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Holder’s representations as expressed herein or otherwise made pursuant hereto.

b. Investment Intent . The Holder is acquiring the Common Shares for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder further represents that it will not violate the Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Common Shares.

c. Investment Experience . The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that the Holder can protect its own interests. The Holder has such knowledge and experience in financial and business matters so that the Holder is capable of evaluating the merits and risks of its investment in the Company.

d. Speculative Nature of Investment . The Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of such investment and is able, without impairing the Holder’s financial condition, to hold the Common Shares for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

e. Accredited Investor . The Holder is an “accredited investor’ within the meaning of Regulation D, Rule 50 1(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f. Rule 144 . The Holder acknowledges that the Common Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Common Shares the Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g. Authorization .

i. The Holder has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Holder necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Holder’s obligations herein, has been taken.

ii. This Conversion Agreement, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Holder in connection with the execution and delivery of this Conversion Agreement by the Holder or the performance of the Holder’s obligations hereunder.

h . Brokers or Finders . Such Holder has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

i. Tax Advisors . The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

j. Legends. The Holder understands and agrees that the certificates evidencing the Preferred Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

	FOREX INTERNATIONAL TRADING CORP.

	By:	/s/ Darren Dunckel
		Name: Darren Dunckel
		Title: CEO



	AP HOLDINGS LIMITED


	By:	/s/ Shalom Atia
		Name: Shalom Atia
		Title:

Exhibit 10.14

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT, dated as of April 5, 2011 is made by and between Forex International Trading Corp., a Nevada corporation (“Company”), and Mladen Poropat (the “Holder”).

WHERAS, the Holder invested $10,000 and is the owner of 1,000,000 shares of common stock of the Company which were acquired from the Company off of the Form S-1 Registration Statement filed with the Securities and Exchange Commission;

WHEREAS, the Holder presently owns a $200,000 6% Convertible Debenture (the “Debenture”) payable by the Company, which was assigned to the Note Holder by AP Holdings Limited; and

WHEREAS, the Debenture is presently in default and is convertible to common stock of the Company at a conversion price of $0.20 per share;

WHEREAS, in order to cure the default, the Note Holder and the Company have agreed that the Debenture shall be converted in full into 2,500,000 shares of common stock at a price of $0.08 per share;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1. Conversion . The Company and the Holder hereby agree that the Debenture shall convert into 2,500,000 shares of common stock (the “Conversion Shares”).

2. Closing . At the Closing, the Company shall deliver the Conversion Shares to the Holder.

3. Further Assurances . In connection with the actions take herein, the Holder, by entering into this Conversion Agreement, agrees to execute all agreements and other documents as reasonably requested by the Company.

4. Investor Representations and Warranties and Covenants . The Holder represents warrants and covenants to the Company as follows:

a. No Registration . The Holder understands that the Conversion Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “ Securities Act” ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Holder’s representations as expressed herein or otherwise made pursuant hereto.

b. Investment Intent . The Holder is acquiring the Conversion Shares for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder further represents that it will not violate the Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Conversion Shares.

d. Speculative Nature of Investment . The Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of such investment and is able, without impairing the Holder’s financial condition, to hold the Conversion Shares for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

f. Rule 144 . The Holder acknowledges that the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Conversion Shares the Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g. Authorization .

j. Legends. The Holder understands and agrees that the certificates evidencing the Conversion Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

	FOREX INTERNATIONAL TRADING CORP.

	By:	/s/ Darren Dunckel
		Name: Darren Dunckel
		Title: CEO



	HOLDER:

	By:	/ s/Mladen Poropot
		Name:
		Title:

Exhibit 10.15

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT , dated as of April 5, 2011 (the “Agreement”), by and among FOREX INTERNATIONAL TRADING CORP. , a Nevada corporation (“Purchaser”) and H.A.M. GROUP LIMITED , a Nevis corporation (the “Seller”).

WITNESSETH

WHEREAS , Triple 8 Limited, a Cyprus corporation, (the “Company”) is in the business of operating a forex trading platform;

WHEREAS , the Purchaser presently owns approximately 45% of the issued and outstanding securities of the Company;

WHEREAS , the Seller desire to sell to Purchaser and the Purchaser desires to purchase from the Seller the Shares (as defined below), in exchange for shares of Series A Preferred Stock of the Purchaser as well as a convertible note in the principal amount of $600,000, a form of which is attached hereto as Exhibit A , and upon the terms and conditions hereinafter set forth;

WHEREAS , certain terms used in this Agreement are defined in Article 1;

NOW THEREFORE in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1.

DEFINITIONS AND INTERPRETATION

1.1 Definitions . As used in this Agreement, the following terms when capitalized in this Agreement shall have the following meanings:

(a)

“Affiliates" shall mean, with respect to any Person, any and all other Persons that control, are controlled by, or are under common control with, such Person. For purposes of the foregoing, "control" of a Person shall mean direct or indirect ownership of 50% or more of the securities or other interests of such Person having by their terms ordinary voting power to elect or appoint a majority of the board of directors or others performing similar functions with respect to such Person.

(b)	“Acquisition” means the Acquisition, at the Closing, of the Company by Purchaser pursuant to this Agreement;

(c)	“ Acquisition Shares ” means up to the 12,000 shares of Series A Preferred Stock of the Purchaser to be issued to the Seller at Closing pursuant to the terms of the Acquisition;

(d)	"Business Day" shall mean any day other than Saturday, Sunday and any day on which banking institutions in the United States are authorized by law or other governmental action to close;

(e)	“ Closing Date ” means the day on which all conditions precedent to the completion of the transactions contemplated hereby have been satisfied or waived;

(f)	"Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(g)	"Contract" shall mean an agreement, written or oral, between the Company and any other Person which obligates either the Company or such other Person to do or not to do a particular thing.

(h)	“Convertible Note” means convertible notes of the Purchaser in the principal amount of up to $600,000.

(i)	"Governmental or Regulatory Authority" shall mean any federal, state, regional, municipal or local court, legislative, executive, Native American or regulatory authority or agency, board, commission, department or subdivision thereof.

(j)	"Law" shall mean any federal, state, county, or local laws, statutes, regulations, rules, codes, ordinances, orders, decrees, judgments or injunctions enacted, adopted, issued or promulgated by any Governmental or Regulatory Authority, from time to time.

(k)	"Lien" shall mean any mortgage, deed of trust, pledge, lien, claim, security interest, covenant, restriction, easement, preemptive right, or any other encumbrance or charge of any kind.

(l)	"Material Contract" shall have the meaning set forth in Section 4.14.

(m)	“Material Adverse Effect” shall mean any material adverse effect on the business or financial condition of the Company;

(n)	“Order” shall mean any writ, judgment, decree, injunction or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final).

(o)	“ Place of Closing ” means the offices of the Law Offices of Stephen M. Fleming PLLC, or such other place as Purchaser and the Seller may mutually agree upon;

(p)	"Person" shall mean an individual, partnership, joint venture, trust, corporation, limited liability company or other legal entity or Governmental or Regulatory Authority.

(q)	“ Shares ” means 1,996 of the issued and outstanding shares of ordinary stock of the Company.

(r)

"Taxes" shall mean any and all taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, excise, stamp, real or personal property, ad valorem, withholding, estimated, social security, unemployment, occupation, use, sales, service, service use, license, net worth, payroll, franchise, severance, transfer, recording or other taxes, assessments or charges imposed by any Governmental or Regulatory Authority, whether computed on a separate, consolidated, unitary, combined or other basis, and in each case such term shall include any interest, penalties, or additions to tax attributable thereto.

(s)

"Tax Return" shall mean any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax and including any return of an affiliated, combined or unitary group.

Any other terms defined within the text of this Agreement will have the meanings so ascribed to them.

1.2 Captions and Section Numbers . The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

1.3 Section References and Schedules . Any reference to a particular “Article”, “Section”, “paragraph”, “clause” or other subdivision is to the particular Article, section, clause or other subdivision of this Agreement and any reference to a Schedule by number will mean the appropriate Schedule attached to this Agreement and by such reference the appropriate Schedule is incorporated into and made part of this Agreement.

1.4 Severability of Clauses . If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

ARTICLE 2.

THE ACQUISITION

2.1 The Acquisition . Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Seller hereby agrees to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Shares and the Convertible Note on the Closing Date and to transfer to Purchaser on the Closing Date an undivided interest in and to the Shares free from all liens, mortgages, charges, pledges, encumbrances or other burdens (other than those that may arise under federal or state securities laws restricting the right to sell or transfer the Shares) with all rights now or thereafter attached thereto.

2.2 Purchase Price; Allocation . The purchase price for the purchase of the Shares shall be the Acquisition Shares allocated on the basis of 6.012024 Acquisition Share for each one Share held by Seller in accordance with Exhibit B attached hereto. In the event that the Seller fail to deliver all of their Shares, the Acquisition Shares deliverable by the Purchaser shall be reduced on a similar basis.

2.3 Adherence with Applicable Securities Laws . The Seller agrees that it is acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to him (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”) directly or indirectly unless:

(a)	the sale is to Purchaser;

(b)	the sale is made pursuant to the exemption from registration under the Securities Act , provided by Rule 144 thereunder; or

(c)

the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser.

The Seller acknowledges that the certificates representing the Acquisition Shares shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.

2.4 Closing. The parties hereto shall use their best efforts to close the transactions contemplated by this Agreement (the “Closing”), by April 5, 2011.

ARTICLE 3

REPESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to Purchaser, that:

3.1 Ownership and Transfer of Shares . The Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit B , free and clear of any and all Liens. The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

3.2 Investors . The Seller represents and warrants to Purchaser that it, he or she is an “accredited investor” as such term is defined under the Securities Act of 1933, as amended.

3.3 Restrictions on the transferability. Seller acknowledge that they cannot offer, sell, pledge or otherwise transfer the Acquisition Shares unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. Generally speaking, you may rely on the exemption from registration provided by Rule 144 of the Securities Act (“Rule 144”), subject to certain restrictions, starting one year after (i) the completion of a business combination with a private company in a reverse merger or reverse takeover transaction after which the company would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain information on a Current Report on Form 8-K within four business days thereafter and (iii) the Purchaser has been current in all of its periodic SEC filings for the 12 months preceding the contemplated sale of stock.

3.4 Dilution . Seller acknowledges that the Purchaser is presently in the process of raising capital through the sale of its shares of common stock. The Seller acknowledges that as a result of the issuance of shares at per share price less than the purchase price, will dilute the Seller.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Seller, that:

4.1 Organization and Good Standing .

The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and corporate authority to (i) own, lease and operate its properties, (ii) carry on the business as currently conducted by it. There are no states or jurisdictions in which the character and location of any of the properties owned or leased by the Purchaser, or the conduct of the Purchaser’s business makes it necessary for the Purchaser to qualify to do business as a foreign corporation, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on the business or operations of the Purchaser.

4.2 Authorization of Agreement .

The Purchaser has full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the "Purchaser Documents"), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each Purchaser Document have been duly authorized by all necessary corporate action on behalf of the Purchaser. This Agreement has been, and each Purchaser Document will be at or prior to the Closing, duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3 Capitalization .

The authorized capital stock of the Purchaser consists of: 400,000,000 shares of common stock, $0.00001 par value per share, 64,809,865 shares of which are issued and outstanding, and 20,000,000 shares of preferred stock, $0.00001 par value per share, none of which are issued and outstanding. All of the shares of the Purchaser are duly authorized, validly issued, fully paid and nonassessable.

4.4 Corporate Records .

(a)

The Purchaser has delivered to the Company true, correct and complete copies of the articles of incorporation (each certified by the Secretary of State or other appropriate official of the applicable jurisdiction of organization) and by-laws (each certified by the secretary, assistant secretary or other appropriate officer) or comparable organizational documents of the Purchaser.

(b)

The minute books of the Purchaser previously made available to the Seller contain complete and accurate records of all meetings and accurately reflect all other corporate action of the stockholders and board of directors (including committees thereof) of the Purchaser to the best of the Purchaser’s knowledge. The stock certificate books and stock transfer ledgers of the Purchaser previously made available to the Seller are true, correct and complete. All stock transfer taxes levied or payable with respect to all transfers of shares of the Purchaser prior to the date hereof have been paid and appropriate transfer tax stamps affixed to the best of the Purchaser’s knowledge.

4.5 Conflicts; Consents of Third Parties .

(a) None of the execution and delivery by Purchaser of this Agreement and the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles of incorporation or by-laws or comparable organizational documents of the Purchaser; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Purchaser is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which the Purchaser is bound; or (iv) result in the creation of any Lien upon the properties or assets of the Purchaser except, in case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

(b)

No consent, waiver, approval, Order, permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental or Regulatory Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents, or the compliance by Purchaser with any of the provisions hereof or thereof, other than the filing of a Current Report on Form 8-K, a Schedule 14f-1 and any applicable Schedule 13D amendments and Forms 4.

4.6 Financial Statements .

(a) The Seller have reviewed copies of the audited balance sheets of the Purchaser as at July 31, 2010 and the related audited statements of income and of cash flows of the Purchaser for the years then ended and the copies of the unaudited balance sheets of the Purchaser as at September 30, 2010 and the related unaudited statements of income and of cash flows of the Purchaser for the period then ended (the “Financial Statements”). Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP (subject to normal year-end adjustments in the case of the unaudited statements) and in conformity with the practices consistently applied by the Purchaser without modification of the accounting principles used in the preparation thereof and presents fairly the financial position, results of operations and cash flows of the Purchaser as at the dates and for the periods indicated.

(b) For the purposes hereof, the audited balance sheet of the Purchaser as at July 31, 2010 is referred to as the "Balance Sheet" and July 31, 2010 is referred to as the “Balance Sheet Date”.

4.7 No Undisclosed Liabilities . Purchaser has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the Balance Sheet or in the notes thereto in accordance with GAAP which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date.

4.8 Absence of Certain Developments . Except as expressly contemplated by this Agreement, since the Balance Sheet Date:

(i)	there has not been any material adverse change nor has there occurred any event which is reasonably likely to result in a material adverse change;

(ii)	there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Purchaser having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses;

(iii)

there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Purchaser or any repurchase, redemption or other acquisition by the Purchaser of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Purchaser;

(iv)

the Purchaser has not awarded or paid any bonuses to employees of the Purchaser except to the extent accrued on the Balance Sheet or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser);

(v)	except for the change to the fiscal year end as reported in its filings with the Securities and Exchange Commission, there has not been any change by the Purchaser in accounting or Tax reporting principles, methods or policies;

(vi)	the Purchaser has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice;

(vii)

the Purchaser has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate;

(viii)

except as reported in its filings with the Securities and Exchange Commission, the Purchaser has not mortgaged, pledged or subjected to any Lien, any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Purchaser, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice;

(ix)	the Purchaser has not discharged or satisfied any Lien, or paid any obligation or liability (fixed or contingent), except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Purchaser;

(x)	the Purchaser has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Purchaser;

(xi)	except as reported in its filings with the Securities and Exchange Commission, the Purchaser has not made or committed to make any capital expenditures or capital additions or betterments in excess of $25,000 individually or $100,000 in the aggregate;

(xii)

the Purchaser has not instituted or settled any material legal proceeding; and

(xiii)

the Purchaser has not agreed to do anything set forth in this Section 08.

4.9 Taxes .

(a) (A) all Tax Returns required to be filed by or on behalf of the Purchaser have been filed with the appropriate taxing authorities in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, complete and correct in all material respects; (B) all Taxes payable by or on behalf of the Purchaser or in respect of its income, assets or operations have been fully and timely paid, and (C) the Purchaser has not executed or filed with the IRS or any other taxing authority any agreement, waiver or other document or arrangement extending or having the effect of extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any Tax matter is currently in force.

(b)

The Purchaser has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has duly and timely withheld from employee salaries, wages and other compensation and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws.

(c)

The Seller has received complete copies of (A) all federal, state, local and foreign income or franchise Tax Returns of the Purchaser relating to the taxable periods since 2009 and (B) any audit report issued within the last three years relating to Taxes due from or with respect to the Purchaser its income, assets or operations.

(d)

All material types of Taxes paid and material types of Tax Returns filed by or on behalf of the Purchaser have been paid and filed. No claim has been made by a taxing authority in a jurisdiction where the Purchaser does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction.

(e)

All deficiencies asserted or assessments made as a result of any examinations by the IRS or any other taxing authority of the Tax Returns of or covering or including the Purchaser have been fully paid, and there are no other audits or investigations by any taxing authority in progress, nor has the Purchaser received any notice from any taxing authority that it intends to conduct such an audit or investigation. No issue has been raised by a federal, state, local or foreign taxing authority in any current or prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period.

(f)

Neither the Purchaser nor any other Person on behalf of the Purchaser has (A) filed a consent pursuant to Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code) owned by the Purchaser, (B) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Purchaser or has any knowledge that the Internal Revenue Service has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Purchaser, (C) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law with respect to the Purchaser, or (D) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed.

(g)

No property owned by the Purchaser is (i) property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of the Code or (iii) is "tax-exempt bond financed property" within the meaning of Section 168(g) of the Code.

(h)	The Purchaser is not a foreign person within the meaning of Section 1445 of the Code.

(i)	The Purchaser is not a party to any tax sharing or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing.

(j)

There is no contract, agreement, plan or arrangement covering any person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company, its Affiliates or their respective affiliates by reason of Section 280G of the Code, or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code.

(k)	The Purchaser is not subject to any private letter ruling of the IRS or comparable rulings of other taxing authorities.

(l)	There are no liens as a result of any unpaid Taxes upon any of the assets of the Purchaser.

(m)	The Purchaser has no elections in effect for federal income tax purposes under Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of the code.

4.10 Real Property . The Purchaser does not own any real property.

4.11 Tangible Personal Property . Except as reported in its filings with the Securities and Exchange Commission, the Purchaser does not own or lease any personal property

4.12 Intangible Property . Except as reported in its filings with the Securities and Exchange Commission, the Purchaser does not own any patent, trademark, trade name, service mark or copyright

4.13 Litigation .

There is no suit, action, proceeding, investigation, claim or order pending or, to the knowledge of the Purchaser, overtly threatened against the Purchaser (or to the knowledge of the Purchaser, pending or threatened, against any of the officers, directors or key employees of the Purchaser with respect to their business activities on behalf of the Purchaser), or to which the Purchaser is otherwise a party, which, if adversely determined, would have a Material Adverse Effect, before any court, or before any governmental department, commission, board, agency, or instrumentality; nor to the knowledge of the Purchaser is there any reasonable basis for any such action, proceeding, or investigation. The Purchaser is not subject to any judgment, order or decree of any court or governmental agency except to the extent the same are not reasonably likely to have a Material Adverse Effect and the Purchaser is not engaged in any legal action to recover monies due it or for damages sustained by it.

4.14 Compliance with Laws; Permits . The Purchaser is in compliance with all Laws applicable to the Purchaser or to the conduct of the business or operations of the Purchaser or the use of its properties (including any leased properties) and assets, except for such non-compliances as would not, individually or in the aggregate, have a Material Adverse Effect. The Purchaser has all governmental permits and approvals from state, federal or local authorities which are required for the Purchaser to operate its business, except for those the absence of which would not, individually or in the aggregate, have a Material Adverse Effect.

4.15 Patriot Act . The Purchaser certifies that it has not been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. The Purchaser hereby acknowledges that the Seller seeks to comply with all applicable Laws concerning money laundering and related activities. In furtherance of those efforts, the Purchaser hereby represents, warrants and agrees that: (i) none of the cash or property owned by the Purchaser has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment by the Purchaser has, and this Agreement will not, cause the Purchaser to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001.

4.16 Trading Status. Purchaser’s common stock is authorized for trading on the OTC Bulletin Board, under the trading symbol “FXIT”. Purchaser has at least one market maker. As of the Closing, Purchaser’s Common Stock will be listed for trading on the OTCBB with at least one market maker.

4.17 Reporting Status . Purchaser is a reporting issuer under Section 12(g) of the Securities Exchange Act of 1934 (the “’34 Act”). Purchaser is now, and as of the Closing will be, current in its filings and will have filed all of the filings required to have been made in the previous twelve months.

4.18 Investment Intention . Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

4.19 Acquisition Shares . The Acquisition Shares issuable pursuant to the purchase price, when issued, will be duly authorized and validly issued, fully paid and non-assessable, will be delivered hereunder free and clear of any Liens, except that such Acquisition Shares will be "restricted securities", as such term is defined in the rules and regulations of the SEC promulgated under the Securities Act, and will be subject to restrictions on transfers pursuant to such rules and regulations.

ARTICLE 5.

INTENTIONALLY LEFT BLANK

ARTICLE 6.

CONDITIONS TO CLOSING

6.1 Conditions Precedent to Obligations of Purchaser .

The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):

(a)	all representations and warranties of the Seller contained herein shall be true and correct as of the date hereof and as of the Closing Date;

(b)

all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;

(c)	the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date;

(d)	the Purchaser shall have been furnished with all required certificates;

(e)	there shall not have been or occurred any material adverse change in the business or operations of the Company;

(f)	the Seller shall have obtained all required consents and waivers; and

(g)

no legal proceedings shall have been instituted or threatened or claim or demand made against the Seller or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

6.2 Conditions Precedent to Obligations of the Seller .

The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

(a)	all representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof and as of the Closing Date;

(b)

all representations and warranties of the Purchaser contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;

(c)	the Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;

(d)	the Seller shall have been furnished with all required certificates;

(e)	there shall not be in effect any Order by a Governmental or Regulatory Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and

(f)	the Seller shall have obtained all consents and waivers.

ARTICLE 7.

TERMINATION

7.1 Material Change in the Business of Company . Simultaneous execution and closing, if any material loss or damage to the Company Business occurs prior to Closing and such loss or damage, in Purchaser' reasonable opinion, cannot be substantially repaired or replaced within sixty (60) days, Purchaser shall, within two (2) days following any such loss or damage, by notice in writing to Seller terminate this Agreement, in which case no party will be under any further obligation to any other party.

7.2 Material Change in the Purchaser Business . If any material loss or damage to the Purchaser Business occurs prior to Closing and such loss or damage, in Company's reasonable opinion, cannot be substantially repaired or replaced within sixty (60) days, Company shall, within two (2) days following any such loss or damage, by notice in writing to Purchaser, terminate this Agreement, in which case no party will be under any further obligation to any other party.

ARTICLE 8.

GENERAL PROVISIONS

8.1 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or mailed by certified mail, return receipt requested, to the parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Purchaser to:

Forex International Trading Corp.

One Grand Central Plaza

60 E. 42 nd Street

Phone: 888-333-8075

Fax: [ ]

with a copies to:

Law Offices of Stephen M. Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, NY 11570

Facsimile: (516) 977-1209

If to Seller to:

HAM Group Limited

______________________

_____________________

+____________ (phone)

+____________ (fax

with a copy to:

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt, and (iii) if delivered by courier to the address as provided for in this Section, be deemed given on the earlier of the second Business Day following the date sent by such courier or upon receipt. Any party from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

8.2 Payment of Sales, Use or Similar Taxes . All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Seller.

8.3 Expenses . Except as otherwise provided in this Agreement, the Company and the Purchaser shall each bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

8.4 Specific Performance . The Seller acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the Purchaser and that the Purchaser will not have an adequate remedy at law. Therefore, the obligations of the Seller under this Agreement, including, without limitation, the Seller' obligation to sell the Shares to the Purchaser, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

8.5 Further Assurances . The Seller and the Purchaser each agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

8.6 Submission to Jurisdiction; Consent to Service of Process .

(g)

The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of California over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(h)	Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 0.

8.7 Entire Agreement; Amendments and Waivers . This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

8.8 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

8.9 Headings . Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

8.10 Severability . If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.

8.11 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Seller or the Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, however, that the Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, the Purchaser's rights to purchase the Shares) to any Affiliate of the Purchaser. Upon any such permitted assignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires.

8.12 Counterparts . This Agreement may be executed in counterparts and by facsimile, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.

FOREX INTERNATIONAL TRADING CORP.

By: /s/ Darren C. Dunckel

Name: Darren C. Dunckel

Title: CEO

HAM Group Limited

By: /s/Moshe Har Adir

Name: Moshe Har Adir

Title: CEO

EXHIBIT B

[MHA]	Shares	Acquisition Shares


	1,996	12,000

Exhibit 21.1

Name Place of Incorporation

FOREX INTERNATIONAL TRADING CORP M.S. LTD						Israel
Triple 8 Limited						Cyprus (1)
Forex New York City LLC						New York (2)
Wheatley Asset Management LLC						New York (2)

(1)	Forex International Trading Corp. owns approximately 50% of the issued securities of Triple 8 Limited

(2)	Forex International Trading Corp. owns approximately 50% of the issued securities

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Darren Dunckel, Chief Executive and Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Forex International Trading Corp.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant) and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal annual period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: April 5, 2011	/s/ Darren Dunckel
	Darren Dunckel,
	Chief Executive Officer, President, Treasurer and Director (Principal Executive and Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual report of Forex International Trading Corp. (the "Company") on Form 10-K for the period ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Darren Dunckel, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 5, 2011	/s/ Darren Dunckel
	Darren Dunckel,
	Chief Executive Officer, President, Treasurer and Director (Principal Executive and Financial Officer)