corresp.htm
Law
Offices of Stephen M. Fleming PLLC
49
FRONT STREET SUITE 206 ROCKVILLE CENTRE NEW YORK 11570
TEL 516
833-5034 FAX 516 977
1209 WWW.FLEMINGPLLC.COM
February
23, 2010
Mark P.
Shuman, Legal Branch Chief
U. S.
Securities and Exchange Commission
Division
of Corporation Finance
One
Station Place
100 F
Street
Washington,
D.C. 20549
Re:
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Forex International Trading
Corp.
Amendment
No. 4 to Registration Statement on Form S-1
Filed
January 29, 2010
File
No. 333-161795
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Dear Mr.
Shuman:
This firm is counsel to Forex
International Trading Corp. (the “Company”). Below please find our responses to
your February 17, 2010 comment letter.
Dilution, page
9
1. We
note your response to prior comment 5 and your revised disclosures on page 9;
however, the second paragraph of your dilution discussion continues to refer to
July 31, 2009. Please revise. Also, please provide the
calculations that support your net tangible book value per share at October 31,
2009. In this regard, based on our calculations, it appears that your
net tangible book value per share at October 31, 2009 was ($0.00119) versus the
($0.00187) as disclosed. Please explain your calculations or revise
accordingly. Please ensure any revisions to your disclosures are also
included in the dilution table provided at the bottom of page 9.
Response
We have
revised the disclosure on page 9 to refer to “October 31, 2009” as opposed to
“July 31, 2009”. The correct net tangible book value as of October
31, 2009 is $0.001187 (or 0.00119 if you round up), which is the product of the
Company’s deficit ($94,976) divided by the number of shares outstanding or
94,976/80,000,000.
Audited Financial Statements
for the Period Since Inception July 22, 2009 to the Year Ended July 31,
2009
Independent Registered
Accounting Firm’s Report, page F-1
Mark P.
Shuman, Legal Branch Chief
U. S.
Securities and Exchange Commission
February
23, 2010
Page
2
2. Please
confirm whether Eugene M. Egeberg, CPA conducted their audit in accordance with
standards of the Public Company Accounting Oversight Board (United States)” and
if so, revise the Independent Registered Accounting Firm’s report to indicate as
such pursuant to Auditing Standards No. 1.
Response
The
Company has confirmed that Eugene M. Egeberg, CPA conducted their audit in
accordance with standards of the Public Company Accounting Oversight Board
(United States) and the auditor’s report has been revised to indicate that it
has been revised as such.
3. Also,
revise the Independent Registered Accounting Firm’s report to refer to the
restatement footnote as Note 9.
Response
The
Independent Registered Accounting Firm’s report has been revised to refer to
footnote as Note 9.
Interim Financial Statements
for the Three Months Ended October 31, 2009
General
4. Please
note that FASB Accounting Standards Codification became effective on July 1,
2009. As a result, all non-SEC accounting and financial reporting
standards have been superseded. Please revise any references to
accounting standards in your October 31, 2009 financial
statements. You do not need to revise such references in your audited
financial statements for the period ended July 31, 2009.
Response
The
interim financial statements have been revised to refer to FASB Accounting
Standards Codification.
Exhibit
5.1
5. We
note that the legality opinion states that “the securities being sold pursuant
to the Registration Statement including the 20,000,000 shares of common stock
issuable are duly authorized…” Counsel’s opinion appears to suggest
that the registration statement includes shares other than the 20,000,000 shares
of common stock being registered. Please advise or revise the
opinion.
Mark P.
Shuman, Legal Branch Chief
U. S.
Securities and Exchange Commission
February
23, 2010
Page
3
Response
We have
revised the legal opinion to clearly state that the opinion covers only the
20,000,000 shares of common stock being registered.
***
Should
you have any questions, please do not hesitate to contact the undersigned at
516-833-5034.
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Sincerely, |
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/s/ Stephen
M. Fleming |
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Stephen
M. Fleming
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