UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):  December 31, 2013

Commission File Number 000-54530 
 
FOREX INTERNATIONAL TRADING CORP.
(Exact name of small business issuer as specified in its charter)
 
Nevada 
27-0603137
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)
 
400 Continental Blvd. Suite 600, El Segundo, California 90245
(Address of principal executive offices)
 
888-426-4780
(Issuer’s telephone number)

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

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

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

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

 
1
 
 
Item 1.01 
Item 3.02
Item 5.01
Entry into a Material Definitive Agreement
Unregistered Sales of Equity Securities
Changes in Control of Registrant
 
 
On September 2, 2013, effective September 1, 2013, Forex International Trading Corp. (the “Company”) entered into an Evaluation License Agreement (the "ELA") with Micrologic Design Automation, Inc. ("MDA"), pursuant to which MDA temporarily licensed to the Company, on a non-exclusive and royalty-free basis, certain technology and related materials for any purpose related to evaluating NanoDRC, NanoRV and NanoLVS technology (the “Technology”).  On January 2, 2014, the Company and MDA signed a letter agreement whereby MDA provided a royalty free, perpetual exclusive license to the Technology in consideration of 200 million shares of common stock (the “Shares”) of the Company effective December 31, 2013.  MDA is not permitted to sell, assign, hypothecate or transfer the Shares in any way prior to the Company generating at minimum $50,000 in revenue through the use of the Technology (the “Revenue Target”).  A stop transfer legend shall be affixed to the certificate representing the Shares.  If the Revenue Target is achieved, then such stop transfer legend shall be removed.  The shares of common stock were issued under Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 
Financial Statements and Exhibits

(c) Exhibits.
                       
Exhibit
Number      
 
Description
10.1
 
Evaluation License Agreement dated September 2, 2013, by and between Forex International Trading Corp and Micrologic Design Automation, Inc. (1)
     
10.2   Letter Agreement dated January 2, 2014, by and between Forex International Trading Corp and Micrologic Design Automation, Inc.

(1)  
Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2013.

 
2
 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  FOREX INTERNATIONAL TRADING CORP.  
       
 
By:
/s/ Erik Klinger  
  Name: Erik Klinger  
  Title: CEO and CFO  
       
Date:              January 3, 2014
El Segundo, California
 
 
 
3
Exhibit 10.2
Forex International Trading Corp.
400 Continental Blvd., Suite 600
El Segundo, CA 90245

January 2, 2014

Micrologic Design Automation, Inc.
5670 Wilshire Blvd., #1868
Los Angeles, CA 90036

 
Re:
Evaluation License Agreement entered between Micrologic Design Automation, Inc. and Forex International Trading Corp. dated September 1, 2013 (the “ELA”)

Dear Mr. Rittman:

Forex International Trading Corp. (“Forex”) and Micrologic Design Automation, Inc. (“Micrologic”) hereby agree to amend the ELA to provide for the perpetual, royalty free, exclusive license of the Licensed Technology, as defined in the ELA, by Micrologic to Forex for any and all purposes. In consideration for such license, Forex hereby agrees to issue 200,000,000 shares of restrictive common stock of Forex (the “Shares”) to Micrologic. This letter agreement shall be effective as of December 31, 2013.

Micrologic hereby represents that it is an accredited investor as such term is defined under Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended. . Micrologic is not permitted to sell, assign, hypothecate or transfer the Shares in any way prior to Forex generating at minimum $50,000 in revenue through the use of the Licensed Technology (the “Revenue Target”) . A stop transfer legend shall be affixed to the certificate representing the Shares. If the Revenue Target is achieved, then such stop transfer legend shall be removed. In addition, a standard 1933 Act restrictive legend shall be affixed to the certificate representing the Shares.

Please sign below acknowledging your agreement to the above terms.
  Forex International Trading Corp  
       
 
By:
/s/ Erik Klinger  
  Name: Erik Klinger  
  Title: President  
       

 

ACKNOWLEDGED AND AGREED:

Micrologic Design Automation, Inc.


By:/s/ Danny Rittman
Name: Danny Rittman
Title: President