Forex International Increases Ownership in Triple 8 Ltd to Approximately 50% and Releases Financials | Business Wire

NEW YORK–(BUSINESS WIRE)–Forex International Trading Corp. (the “Company”), today announced that

the Company has increased its ownership in Triple 8 Limited (“Triple”),

to approximately 50%.

In addition, the Company filed its 10k filing annual report. Due to the

timing of the Company’s acquisition in Triple 8, the consolidated

financials are found in Note 3 of the filing. Note 3 is included below:

NOTE 3

Acquisitions and Divestitures

On November 17, 2010, the Company entered into a Share Exchange

Agreement (the “APH Agreement”) with AP Holdings Limited (“APH”)

pursuant to APH agreement the Company agreed to issue 36,000,000 shares

of common stock of the Company as well as a 6% Convertible Note in the

principal amount of $1,200,000 due February 15, 2011 (the “APH Note”).

On December 30, 2010, the Company and APH entered into an amendment to

the APH Agreement whereby the number of shares to be delivered by the

Company was reduced from 36,000,000 to 25,000,000. Further, on December

30, 2010, in order to expedite the transaction and avoid further

dilution of the existing shareholders, Medirad Inc. and Rasel Ltd.,

shareholders of the Company, have agreed to return an aggregate of

70,000,000 shares of common stock to the Company for cancellation upon

closing of the APH Agreement. The above transaction closed on December

30, 2010.

Although the Company acquired approximately 45% of Triple, the Company

determined that Triple was a VIE. That the Company was the primary

beneficiary of the VIE’s residual gains and losses, because it gained

de-facto control of the Company’s operations through the appointment of

one of its employees as the sole director of the VIE. The Company

therefore obligated to consolidate Triple’s balance sheet with its own,

but given that the APH transaction closed at yearend, the income

statement and statement of cash flows aren't consolidated.

The following reflects the pro-forma income statement if Triple had been

acquired on January 1, 2010, rather than at the end of the year:

 

 

 

FXIT

 

 

Triple 8

 

 

Consolidated

 

 

 

 

 

 

Year
Ended

Year
Ended

Year
Ended

Year
Ended

Year
Ended

December
31, 2010

December
31, 2010

December
31, 2010

July
31, 2010

July
31, 2009

AUDITED

AUDITED

AUDITED

AUDITED

AUDITED

Total Revenue

148,281

7,450,812

 

7,599,093

68,916

5,000

Cost of Revenue

 

 

1,686,371

 

1,686,371

 

 

Gross Profit

148,281

5,764,441

5,912,722

68,916

5,000

Depreciation &. Amortization

105,458

348,209

453,667

6,178

Total Other Operating Expenses

 

434,369

 

4,532,859

 

4,967,228

 

230,135

 

2,500

 

Net Profit (Loss) from Operations
(EBIT)

(391,546

)

883,373

491,827

(167,397

)

2,500

 

Minority interest in Net Profit (Loss) from Operations

301,893

Total Interest Expense

 

(48,108

)

 

(268,507

)

 

(316,615

)

 

(37,907

)

 

Pretax Income

 

(439,654

)

 

614,866

 

(126,681

)

 

(205,304

)

 

2,500

 

 

 

 

 

 

 

 

 

 

Net Profit (Loss) after Taxes

 

(439,654

)

 

547,900

 

(193,647

)

 

(205,304

)

 

2,500

EBITDA

(286,088

)

1,231,582

945,494

(161,219

)

2,500

Weighted average number of
common shares outstanding

Basic

95,827,580

104,120,000

80,000,000

Diluted

 

 

 

 

 

95,827,580

 

104,120,000

 

80,000,000

 

Net Loss per share –. Basic

 

 

 

 

 

(0.00202

)

 

(0.00197

)

 

0.00003

Net Loss per share –. Fully diluted

 

 

 

 

 

(0.00202

)

 

(0.00197

)

 

0.00003

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