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Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2011
Summary Of Significant Accounting Policies 
Summary of Significant Accounting Policies
NOTE 2
Summary of Significant Accounting Policies

Basis of consolidation
The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary (Forex Sub) without 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.
 
 
On or around December 31, 2010, the Company acquired 44.9% of Asset and its wholly-owned subsidiary UFX Ltd (“Asset Subsidiary”), which was incorporated in Israel.  Although the Company owned a minority stake of Asset, an employee of the Company, Mr. D. Offer, was  appointed as the sole director of Asset Subsidiary  until June 30, 2011.  Asset Subsidiary is the operational arm of Asset.  Under Israeli corporate law, the Board of Directors of the operating subsidiary have total control over the operations of the operating company, with the authority to hire and fire and open bank accounts to further the aims of the entire company.  Furthermore, Asset Subsidiary held all client accounts for Asset, bank accounts and employed all of Asset’s workers.

Given this set of facts, and under the guidance of FINR46, the Company therefore had to consolidate the results of VI into its financial results.  At December 31, 2010, the Company consolidated only the balance sheet of VI, because the transaction closed at yearend of fiscal 2010.  The Company consolidated the statements of operation and of cash flows thereafter, in addition to the balance sheet, for the periods ended March31, 2011 and June30, 2011.  The Company was forced to consolidate, as the VI was judged to be a variable interest entity, and management of the Company concluded that the Company was in fact the primary beneficiary of the VI’s gains and losses.  The fact that Mr. Offer was the sole director at the operating subsidiary gave the Company de-facto operating control of the VI, through other than voting means.

Go-forward accounting treatment – No consolidation per FIN46R, barring the acquisition of an additional interest in Asset
Due to the fact that Mr. Offer was removed unilaterally from the Board of Directors of Asset Subsidiary by the Directors of Asset, on or around June 30, 2011, and the fact that the Company holds a minority stake in VI, the Company is forced to take the decision to discontinue consolidating the financial statements of VI into its results in the third fiscal quarter of 2011.

The Company is recasting its results to show the equity method from the beginning of the year, as is permitted under ASC810, which states that a restatement to the equity method is permissible to the beginning of the fiscal year in which the de-consolidation occurs, but not to prior fiscal years.   During the first two quarters, the Company did have significant influence over the VI, so the cost method is not appropriate during those first two quarters.

In lieu of the adversarial situation with Asset, and lacking access to Asset financials, the Company is required to use the cost method to account for the investment going forward.  The basis for this method, when the company still owns nearly 50%, is that without Mr. Offer’s involvement at the Asset Subsidiary, the Company no longer has operating control, or even significant influence over the VI, as evidenced by the fact that the Company has not received VI’s third quarter operating results as of the date of this filing (see Subsequent Events).

The rules in ASC810 allow a restatement to the equity method in that case, back to the beginning of the year (2011).  Restatement of the prior year (12/2010) is not permitted under the rules. The Company included in footnote 3 a table which reflects the Company’s standalone earnings from January 1, 2010 to September 30, 2011, unconsolidated with those of the VI, though consolidated with Forex Sub, the Company management is in compliance with the instructions of ASC810, and therefore restatement to prior quarterly financials is not needed.

Given that the Company’s cannot continue to consolidate Asset’s financial statements going forward, we have performed an analysis to assess the impairment to goodwill.  Based on available market data, and on discussions with possible buyers, the Company has determined that it could potentially sell the investment in 49.9% of VI for approximately $4-6MM.  The Company has therefore impaired the goodwill by $24.4MM, and switched the cost method going forward.  The carrying value of the investment (shown in Other Assets) is at the lower end of the probable sale range, which is $4MM.  The Company also evaluated impairment using a combination of publicly-traded comparables and discounted cash flow analysis, but chose to use the sale price method, because of the more conservative carrying value, and because of the diminished value from no longer having operating control, and in fact being denied certain key information such as financial statements for the third fiscal quarter, the consequence of which is to make the equity method of accounting for the investment untenable in this quarter and going forward.

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 fiscal quarter ended June 30, 2011, the balance sheet and results of operations of Forex Sub, our wholly owned subsidiary, which is not active in operation and serving as our agent) were consolidated into these financial statements.

Although the Company acquired approximately 45% of Operation Unit at yearend of the fiscal year ended December 31, 2010, the Company determined that Operation Unit was a VIE, and that the Company was the primary beneficiary of the VIE’s residual gains and losses.  For this and other reasons discussed in the prior section regarding consolidation, the Company has therefore consolidated VI’s financial statements for the first and second fiscal quarter of 2011.  Starting in the third fiscal quarter of 2011, the Company has determined that the Company is no longer the primary beneficiary of the entity’s gains and losses.  Therefore, the Company will no longer be consolidating the financial results of VI going forward, for the reasons discussed above, barring the acquisition of an additional interest in VI that would raise the Company’s ownership above 50%.  No such acquisition occurred during the third fiscal quarter, and none is planned in the future.

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.

Treasury Stock
Treasury stock is recorded at cost. Issuance of treasury shares is accounted for on a first-in, first-out basis. Differences between the cost of treasury shares and the re-issuance proceeds are charged to additional paid-in capital.

Share Repurchase Program
On April 25, 2011, the Company issued a press release announcing that its Board of Directors has approved a share repurchase program as of April 25, 2011.  Under the program, the Company is authorized to purchase up to 1,000,000 of its shares of common stock in open market transactions at the discretion of management.  All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of September 30, 2011 the Company repurchased 32,500 of its common shares in the open market at a total cost of $10,529, which will be returned to treasury stock.

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.

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 47,990,568 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 subsidiaries. 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 September 30, 2011, foreign currency translation adjustments arising from Asset incomes per equity method 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-Q 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 raise funds, 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.