Acquisitions

9 Months Ended

Sep. 30, 2011

Acquisitions

Acquisitions

NOTE 3

Acquisitions

On or around December 31, 2010, the Company acquired approximately 44.9% of Asset. The following reflects the pro-forma income statement if Asset  had been acquired on January 1, 2010, rather than at the end of 2010, and shows the combined income statement for 2010 and the first two quarters of 2011:

	Consolidated			Consolidated			Consolidated
	Year Ended			Quarter Ended			Quarter Ended
	December 31, 2010			March 31, 2011			June 30, 2011
	UNAUDITED			UNAUDITED			UNAUDITED
Total Revenue		7,599,093			3,192,465			3,930,516
Cost of Revenue		1,686,371			601,832			891,551
Gross Profit		5,912,722			2,590,633			3,038,965
Net Profit (Loss) from Operations (EBIT)		491,827			(26,274	)		689,543
Minority interest in Net Profit from Operations		301,893			238,960			200,384
Net Profit (Loss) after Taxes		(193,647	)		(427,764	)		264,416
EBITDA		945,494			128,617			902,583
Weighted average number of common shares outstanding
Basic		48,671,963			49,232,234			49,819,537
Diluted		48,671,963			49,232,234			97,750,527
Net Profit (Loss) per share - basic	$	(0.00	)	$	(0.01	)	$	0.01
Net Profit (Loss) per share - fully diluted	$	(0.00	)	$	(0.01	)	$	0.00

We have not shown the latest fiscal quarter above ended September 30, 2011 in the schedule above, because we are no longer allowed to consolidate the operating statement of VI going forward for reasons discussed in Footnote 2.

The following 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:

	Consolidated			Consolidated			Consolidated		Consolidated
	Year Ended			Quarter Ended			Quarter Ended		Quarter Ended
	December 31, 2010			March 31, 2011			June 30, 2011		September 30, 2011
	AUDITED			UNAUDITED			UNAUDITED		UNAUDITED
Total Revenue		148,281			616			10,000		-
Cost of Revenue		-			-			-		-
Gross Profit		148,281			616			10,000		-
Net Profit (Loss) from Operations (EBIT)		(391,546	)		(602,738	)		90,899		(179,927	)
Net Profit (Loss) after Taxes		(439,654	)		(622,488	)		64,831		(206,143	)
EBITDA		(286,088	)		(602,039	)		144,052		(179,135	)
Weighted average number of common shares outstanding
Basic		48,671,963			49,232,234			49,819,537		41,428,796
Diluted		48,671,963			49,232,234			97,750,527		41,428,796
Net Loss per share - basic	$	(0.01	)	$	(0.01	)	$	0.00	$	(0.00	)
Net Loss per share - fully diluted	$	(0.01	)	$	(0.01	)	$	0.00	$	(0.00	)
Company's share of profits in unconsolidated subsidiary	$	-		$	194,724		$	199,585	$	-
Company's net profit (loss), adjusted for profits in unconsolidated subsidiary	$	(439,654	)	$	(427,764	)	$	264,416	$	(206,143	)

Note that for the fiscal quarter ended September 30, 2011, the Company has not received the operating results of VI as of the date of this filing, despite pursuing the matter through its counsel with the VI.  As such, the equity method is untenable going forward, and the Company is forced to switch to the cost method of accounting for the investment going forward.

During December 2010 and during February 2011, the Company entered into series of agreements to acquire 50% of Wheatley and Forex NYC.  A dispute has arisen between the Company and Wheatley and Forex NYC.  Due to the failure of Wheatley and Forex NYC to deliver audited financial statements as required at the closing of the transaction, it is therefore the Company’s position that the closing requirements were not met, and that as a result, the transactions were not consummated.  On July 2011, the Company unwound its agreement with Forex NYC, as well as with Wheatley. Forex NYC surrendered their 1,000,000 shares back to the Company. Due to the fact that the Company knew that there the shares would be surrendered, the shares have been treated as returned to Treasury Stock as of June 30, 2011.  The shares have been returned to the Company.