Nevada
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27-0603137
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Item 3.02
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Unregistered Sales of Equity Securities.
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Item 5.01 | Changes in Control of Registrant. |
Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number | Description | |
4.1
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6% Convertible Note issued to AP Holdings Limited. (2)
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10.1 | Share Exchange Agreement by and between Forex International Trading Corp. and AP Holdings Limited (1) | |
10.2 | Letter Agreement by and between Forex International Trading Corp., AP Holdings Limited, Medirad Inc. and Rasel Ltd. (2) |
(1)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 17, 2010.
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(2)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 4, 2011.
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FOREX INTERNATIONAL TRADING CORP. | |||
Date: March 15, 2011
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By:
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/s/ Darren Dunckel | |
New York, New York | Name: Darren Dunckel | ||
CEO, President, CFO, | |||
Treasurer and Director |
Page
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F-2
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Auditors' report
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F-4
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Combined Balance Sheet
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F-5
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Combined Statement of Income Statement
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F-6
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Combined Statement of cash flow operations
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F-7
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Combined Statement of change in shareholders' equity
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F-8
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Notes to Combined Financial Statements
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Gvilli & Co. C.P.A. (isr.)
TOYOTA Tower
65 Igal Alon St.
Tel-Aviv 67443
Phone: 03 - 6255853
Fax: 03 - 6255497
E-mail: ir@gvilicpa.co.il
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/s/ Gvilli and Co.
Gvilli & Co.
March, 1st, 2011
Tel-Aviv, Israel
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U.S Dollars
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||||||||
December 31th , 2010
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December 31th , 2009
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|||||||
(Audited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash and cash equivalents
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2,618,190 | 1,040,763 | ||||||
Prepaid and other current assets
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164,839 | 101,518 | ||||||
Total Current Assets | 2,783,029 | 1,142,281 | ||||||
Property and Equipment, Net
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1,424,561 | 864,531 | ||||||
Total Assets | 4,207,590 | 2,006,812 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current Liabilities
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||||||||
Short term bank credit
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- | 138 | ||||||
Accounts payable and accrued expenses
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766,231 | 172,486 | ||||||
Clients accounts liabilities
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2,463,708 | 1,293,676 | ||||||
Total current Liabilities | 3,229,939 | 1,466,300 | ||||||
Long Term Liabilities
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||||||||
Loan
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- | 125,000 | ||||||
Shareholders
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75,000 | 75,000 | ||||||
Total Long Term Liabilities | 75,000 | 200,000 | ||||||
Stockholders' Equity
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||||||||
Share capital
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3,184 | 3,184 | ||||||
Additional paid-in capital
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819,723 | 819,723 | ||||||
Foreign currency translation adjustment
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88,346 | 74,106 | ||||||
Retained earnings
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(8,602 | ) | (556,501 | ) | ||||
Total Stockholders' Equity | 902,651 | 340,512 | ||||||
Total Liabilities and Stockholders' Equity | 4,207,590 | 2,006,812 |
Year ended
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||||||||
December 31
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December 31
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|||||||
2010
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2009
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|||||||
U.S Dollars
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||||||||
Revenues
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||||||||
Net gain from foreign currency future operations
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7,444,909 | 2,322,390 | ||||||
Consulting
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5,903 | - | ||||||
Total Revenues
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7,450,811 | 2,322,390 | ||||||
Operating Expenses
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||||||||
Direct Costs
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647,190 | 513,089 | ||||||
IT & System
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331,733 | 89,842 | ||||||
Dealing
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293,359 | 206,663 | ||||||
Sales
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1,039,181 | 495,583 | ||||||
Marketing
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2,977,369 | 787,862 | ||||||
Finance & Regulation
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218,928 | 88,764 | ||||||
General & Administrative
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528,242 | 349,338 | ||||||
Rent and office
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183,228 | 102,253 | ||||||
Finance expenses
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223,543 | 131,605 | ||||||
Total Operating Expenses
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6,442,773 | 2,764,999 | ||||||
Operating P&L
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1,008,038 | (442,609 | ) | |||||
Depreciation
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(348,209 | ) | (45,370 | ) | ||||
Financing Expenses
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||||||||
Interest income
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(44,964 | ) | - | |||||
Financing P&L
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(44,964 | ) | - | |||||
Profit & Loss before income taxes
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614,865 | (487,979 | ) | |||||
Income tax expense
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(66,966 | ) | (68,522 | ) | ||||
Net Income
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547,899 | (556,501 | ) | |||||
U.S Dollars
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||||||||
For the year ended |
December 31th
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December 31th | ||||||
2010
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2009
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net Income ( Loss)
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547,899 | (556,501 | ) | |||||
Adjustment required to reflect the cash flows from operating activities
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||||||||
Income and expenses not involving cash flows:
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||||||||
Depreciation and amortization
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348,209 | 45,370 | ||||||
Changes in Operating Assets and Liabilities:
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||||||||
Increase in prepaid and other current assets
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(63,320 | ) | (101,519 | ) | ||||
Increase in accrued expenses
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593,745 | 172,486 | ||||||
Increase in Clients Accounts liabilities
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1,170,031 | 1,293,676 | ||||||
Net cash provided by (used in) Operating Activities
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2,596,563 | 853,512 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchase of fixed Assets
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(908,239 | ) | (909,901 | ) | ||||
Net cash provided by Investing Activities
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(908,239 | ) | (909,901 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Issuance of share capital, net of issuance costs
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- | 3,184 | ||||||
Additional paid in capital
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819,724 | |||||||
Long-term loans received and other long-term liabilities
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(125,000 | ) | 200,000 | |||||
Short term bank credit
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(138 | ) | 138 | |||||
Net cash provided by (used in) Financing Activities
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(125,138 | ) | 1,023,046 | |||||
Effect of Foreign Currency Translation
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14,240 | 74,106 | ||||||
Net increase (decrease) in Cash and Cash Equivalent
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1,577,427 | 1,040,763 | ||||||
Cash and Cash Equivalents- beginning of year
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1,040,763 | - | ||||||
Cash and Cash Equivalents- Ending
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2,618,190 | 1,040,763 |
Share Capital
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Warrants
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Capital Surplus
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Accumulated Other Comprehensive income
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Retained Earnings (accumulated deficit)
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Total
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|||||||||||||||||||
Balance at December 31th, 2009
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3,184 | - | 819,723 | 74,106 | (556,501 | ) | 340,512 | |||||||||||||||||
Net Income
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547,899 | 547,899 | ||||||||||||||||||||||
Issuance of share capital
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||||||||||||||||||||||||
Additional paid in capital
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||||||||||||||||||||||||
Differences from translation of Foreign currency
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14,240 | 14,240 | ||||||||||||||||||||||
Balance at December 31th, 2010
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3,184 | - | 819,723 | 88,346 | (8,602 | ) | 902,651 |
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Triple 8 Limited, a Cyprus corporation (“T8L” or “The Company”), was established on November, 24th 2008, is principally engaged, through its related parties and variable interest entities, in offering foreign exchange market trading – such as spot currencies, commodities, indices and rolling spot Forex contracts (called Forex or FX) to professionals and retail clients over its web-based trading system. T8L headquarters are located at Nicosia, Cyprus with satellite office in London, United Kingdom.
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T8L's website may be accessed on www.UFXBANK.com, a domain name created by the Company which does not allow trading by US clients.
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Striving to offer its clients the most advanced online trading services, T8L has licensed the ParagonTraderTM from ParagonEX Limited. The flexible and intuitive trading software by ParagonEX allows T8L to remain highly competitive in the online retail trading market.
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T8L offers a trading platform in 10 languages catering the most relevant of trading assets to each of its clients. T8L offers its clients its proprietary, multilingual daily and weekly reviews and analysis, market commentaries and insights, educational tools, news feeds and state-of-the-art charts.
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In 2010, the customer trading volume was derived from 105 different countries in the world. T8L believes its coverage area provides the company with access to emerging markets and allows diversifying its risk from regional economic conditions. T8L provides customer support in 6 languages to keep the customers satisfied, informed and enthusiastic in order to increase their trading success. Moreover, it offers human interaction 24 hours a day on all global trading days.
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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.
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T8L activities, given the above mentioned risks, are monitored and managed as follows:
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Fixed assets are stated at cost, less accumulated depreciation.
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Office furniture and equipment are depreciated using the straight-line method over seven years.
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Computer equipment and purchased software are depreciated using the straight-line method over three years.
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Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life or the life of the lease.
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Costs of software license acquired along with consulting fees and human resources contributions relating to the development of software under license are capitalized. Once the software is placed in service, the costs are amortized over the estimated useful life of five years.
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Repairs and maintenance costs are expensed as incurred.
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The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.
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The Company expenses advertising costs as incurred.
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.
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T8L is operated primarily in local currencies, which represent the functional currencies of the VIE - UFX Ltd and in US Dollars encompass substantial part of the Company's operations. All assets and liabilities of T8L were translated into U.S. dollars using the exchange rate prevailing at the balance sheet date, while income and expense amounts were translated at average exchange rates during the year. Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.
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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.
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Income
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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.
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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.
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Available-for-sale securities that the Company may hold at any time in lieu of cash are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity.
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Realized gains and losses on available-for-sale securities are included in interest income reflecting the total gain on the securities since their original purchase. Gains and losses, both realized and unrealized, are measured using the specific identification method. Market value is determined by the most recently traded price of the security at the balance sheet date. As of December 31, 2010 no marketable securities were held in assets
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Estimated Useful Life
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December 31 , 2010
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|||||||
years
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(audited)
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|||||||
Computer equipment
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3 | $ | 98,269 | |||||
Software License and Development
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5 | $ | 1,574,866 | |||||
Office furniture and equipment
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7 | $ | 119,532 | |||||
Leasehold improvements
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10 | $ | 21,133 | |||||
Vehicle
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5 | $ | 7,221 | |||||
Total Property and Equipment at Cost
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$ | 1,821,021 | ||||||
Less accumulated depreciation and amortization
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$ | 396,460 | ||||||
Property and Equipment - Net
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$ | 1,424,561 | ||||||
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T8L and VIE UFX Ltd lease their offices space facilities on a month-to-month basis.
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T8L. is a Company operates via its VIE - UFX Ltd. The undertaking of T8L and UFX Ltd. and all payments due are set forth in an agreement signed between the parties.
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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.
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