LVPA 10-Q Quarterly Report April 30, 2010 | Alphaminr
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LVPA 10-Q Quarter ended April 30, 2010

Balance Sheet
Cash Flow
Income Statement
10-Q 1 c61510010q.htm FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2010 c61510010q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2010
or

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 033-20966
Finotec Group, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
76-0251547
(I.R.S. Employer
Identification No.)
228 East 45 Street, Suite 1801, New York, NY 10017
(Address of principal executive offices) (Zip code)


718-513-3620
(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o (Do not check if a smaller reporting company)
Smaller reporting company
x
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: - Common Series 0.001 par value

Documents incorporated by reference: None.
FINOTEC GROUP, INC. AND SUBSIDIARIES

INDEX


PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Balance Sheets
April 30, 2010 (Unaudited) and January 31, 2010 .
3
Consolidated Statements of Operations
Three Months ended
April 30, 2010 (Unaudited)  and 2009
4
Statements of Cash Flows – Three Months Ended April 30, 2010
and 2009 (Unaudited)
5
Notes to Consolidated Financial Statements
7
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
10
Item 3T
Controls and Procedures
17
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings.
19
Item 2.
Changes in Securities and Use of Proceeds
20
Item 3.
Submission of Matters to a Vote of Security Holders
20
Item 4.
Exhibits and Reports on Form 8-K
20
Signature
20

2

CONSOLIDATED BALANCE SHEETS


U.S Dollars
April 30 ,
2010
April 30,
2009
January 31 ,
2010
(Unaudited)
(Unaudited)
(Audited)
ASSETS
Current Assets
Cash and cash equivalents
5,433,538 4,612,310 7,708,667
Prepaid and other current assets
1,155,085 500,346 228,311
Total Current Assets
6,588,623 5,112,656 7,936,978
Property and Equipment, Net
537,016 537,179 377,717
Total Assets
7,125,639 5,649,835 8,314,695
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
short term bank credit
- 54,896 -
Accounts payable and accrued expenses
1,034,467 700,374 1,033,675
Customers deposits
3,267,775 4,324,687 2,904,900
Forward transaction-Customers and Hedging
20,290 - 17,679
Provision for severance
292,111 255,342 291,483
Total current Liabilities
4,614,643 5,335,299 4,247,737
Stockholders' Equity
Common stock, $0.001 par value, 300,000,000 shares authorized,
121,030,936 shares issued and outstanding 121,031 95,298 121,031
Treasury stock
Additional paid-in capital
13,223,250 6,254,859 13,223,250
Foreign currency translation adjustment
(946,400 ) (640,006 ) (678,876 )
Retained earnings
(9,886,884 ) (5,395,615 ) (8,598,447 )
Total Stockholders' Equity
2,510,996 314,536 4,066,958
Total Liabilities and Stockholders' Equity
7,125,639 5,649,835 8,314,695


See accompanying notes to consolidated financial statements .
3
CONSOLIDATED STATEMENTS OF OPERATIONS

.
Three months ended
April 30
April 30
2010
2009
U.S Dollars
Revenues
Net (losses) gain from foreign currency future operations
555,730 684,781
Consulting
0 2,045
Total Revenues
555,730 686,826
Operating Expenses
General and Administrative
8,530 110,768
Salaries
760,148 516,981
Rent and office
122,658 0
Research and Development
115,751 51,691
Technology and computer
115,269 155,009
Marketing
45,772 125,050
Professional fees
307,217 57,585
Financial data fees
46,881 19,259
Depreciation
82,281 57,034
Exceptional
167,490 0
Other expense
98,156 51,451
Total Operating Expenses
1,870,154 1,144,827
Operating P&L
(1,314,425 ) (458,001 )
Financing Expenses
Interest income
1 0
Finance Charges
25,986 (132,511 )
Financing P&L
25,987 (132,511 )
Net  Income (Loss)
(1,288,438 ) (590,512 )
Weighted average number of shares outstanding
Basic
121,030,936 89,921,825
Diluted
148,942,045 89,921,825
Net Income per common share- Basic
$ -0.01 $ -0.01
Net Income per common share - Diluted
$ -0.01 $ -0.01
See accompanying notes to consolidated financial statements.
4

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S Dollars
For the Three months ended
April 30
April 30
2010
2009
Cash Flows from Operating Activities
Net Income ( Loss)
(1,288,438 ) (590,512 )
Adjustment to reconcile Net Loss to
Net cash Used in Operating Activities
Depreciation
82,095 57,034
Loss on sold assets
Changes in Operating Assets and Liabilities
Decrease (increase) in prepaid and other current assets
(926,774 ) (27,684 )
Increase in accrued expenses
791 (126,100 )
Decrease in other current liabilities
(169,345 )
Increase in accrued severance payable
628 (5,725 )
Increase (decrease) in receivable forward Clients Trs
0 441,090
Increase (decrease) in payable forward Hedging Trs/option
2,611 (27,649 )
Decrease (increase) in marketable securities
0 (0 )
Increase (decrease) in customers Deposits
362,876 (599,629 )
Net cash provided by (used in) Operating Activities
(1,766,213 ) (1,048,521 )
Cash Flows from Investing Activities
Purchase of fixed Assets
(241,393 ) (2,468 )
Selling of fixed Assets
Net cash provided by Investing Activities
(241,393 ) (2,468 )
Cash Flows from Financing Activities
Short term bank credit
0 54,680
Proceeds from Stock/Treasury shares
0 400,000
Net cash provided by (used in) Financing Activities
0 454,680
Effect of Foreign Currency Translation
(267,525 ) 100,472
Net increase (decrease) in Cash and Cash Equivalent
(2,275,129 ) (495,836 )
Cash and Cash Equivalents- beginning of year
7,708,667 5,108,144
Cash and Cash Equivalents- Ending
5,433,538 4,612,307

5
UNAUDITED CONSOLIDATED STATEMENTS OF STOCK HOLDERS EQUITY


Common Stock
Shares
Amount
Additional
Paid in
capital
Deficit
Accumulated
Accumulated
Other
Comprehensive
income
Total
Balance at January 31, 2009
86,721,825 86,722 5,858,059 (4,805,103 ) (732,344 ) 407,335
Net Income (Loss)
(590,512 ) (590,512 )
New shares issuing
3,200,000 3,200 396,800 400,000
Total issued : 3,200,000
Foreign currency translation
92,338 92,338
Balance at April 30, 2009
89,921,825 89,922 6,254,859 -5,395,614 -640,006 309,161
Net Income (Loss)
(1,246,213 ) (1,246,213 )
New shares issuing
11,111,111 11,111 1,988,889 2,000,000
New shares issuing
2,780,000 2,780 692,220 695,000
Total issued : 13,891,111
Foreign currency translation
312,370 312,370
Balance at July 31, 2009
103,812,936 103,813 8,935,968 -6,641,828 -327,636 2,070,318
Net Income (Loss)
(853,836 ) (853,836 )
New shares issuing
8,000,000 8,000 1,992,000 2,000,000
New shares issuing
9,218,000 9,218 2,295,282 2,304,500
Total issued : 17,218,000
Foreign currency translation
-301,937 (301,937 )
Balance at October 31, 2009
121,030,936 121,031 13,223,250 -7,495,664 -629,573 5,219,045
Net Income (Loss)
(982,337 ) (982,337 )
Foreign currency translation
-120,445 -49,303 (169,749 )
Balance at January 31, 2010
121,030,936 121,031 13,223,250 -8,598,447 -678,876 4,066,959
Net Income (Loss)
(1,288,438 ) (1,288,438 )
Foreign currency translation
(267,524 ) (267,524 )
Balance at April 30, 2010
121,030,936 121,031 13,223,250 -9,886,885 -946,400 2,510,997

6

FINOTEC GROUP, INC.
(NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1. Summary of Significant Accounting Policies

Interim Financial
Information
The accompanying un-audited consolidated financial statements of the Company (as defined below) should be read in conjunction with the consolidated financial statements and notes thereto filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010.  In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position of the Company and its consolidated subsidiaries at April 30, 2010, and the results of their operations and their cash flows for the three months ended April 30, 2010 and April 30, 2009.  The results of interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.
The Board of Directors of the Company has approved a change in the Company's fiscal year from January 31 to December 31. This change will be effective for the current fiscal year ending December 31, 2010. Consequently the Company’s current fiscal year will end on December 31, 2010 instead of January 31, 2011. The month that would otherwise have been included in fiscal year 2010 (i.e., January 1 to January 31 2011) will be included in fiscal year 2011, and the activities for those days will be included in the Company's   quarterly and annual reports for fiscal year 2011.
This change in the fiscal year end will have no material effect on the financial position of the Company and its consolidated subsidiaries , and the results of their operations and their cash flows for either fiscal year 2010 or fiscal year 2011.

Description of
Business
Finotec Group, Inc. (“Finotec, Inc.), a Nevada corporation, is principally engaged, through its wholly-owned subsidiaries, in offering foreign currency market trading to professionals and retail clients over its web-based trading system and other professional trading systems.
Shares in Finotec began trading on the Over the Counter Bulletin Board listings. (OTCBB: FTGI).
Finotec Group's United Kingdom subsidiary, Finotec Trading UK, Limited(:FTUK”), has been authorized by the UK’s Financial Services Authority (FSA) to act as a Market Maker, as defined by the FSA, in the United Kingdom. As of November 9, 2007, Finotec Trading UK, Limited, is approved by the FSA as a Market Maker and Principal, and thus Finotec Trading UK, Limited, may now offer UK clients certain regulated investment instruments such as Commodity Futures, Commodity options and options on commodity futures, Contract for Differences, Futures, Options, Rights to or interests in investments, Rolling spot Forex contracts, and Spread Bets.  As of February 2010, FTUK is approved by the FSA whereby FTUK is licensed and approved to carry out Fund Management Activities.
7
Risk Management
These Finotec Group activities give rise to risks which are monitored and managed as follows:
Credit risk
Clients are required to deposit cleared funds as margin before they can trade. If the client margin falls below the minimum required to maintain a position, they will be notified that they are on margin call and can only reduce their positions or provide additional funds. At any time the client is on margin call, the company may, at its discretion, liquidate some or all of that client's positions in order to bring them back into line with their margin requirements .
The company also has potential credit risk exposure to market counterparties with which it hedges and with banks. The company has a defined risk appetite for exposure to each market counterparty and bank to which it has credit exposure.
The Company provides credit to selected Institutional Clients.
Liquidity risk
The company has significant net cash balances as at the balance sheet date and continually monitors its capital adequacy.
Foreign currency risk
The company has financial instruments which are denominated predominantly in US dollars. The gains and losses arising from the company's exposure are recognised in the profit and loss account.
Market price risk
Market risk arises from open contracts with customers and counterparties. Exposure to market risk is closely monitored in accordance with limits and reduced through hedging.
Principles of
Consolidation
The consolidated financial statements include the accounts of Finotec Inc. and its wholly owned subsidiaries, Finotec Trading, Inc. (“Finotec Trading”) and its owned subsidiary, Finotec USA Inc., Fino Consulting Ltd, Finotec Trading UK Ltd, and Finotec Ltd’s 99.7% owned subsidiary, FinoLogic Ltd (formerly Forexcash Global Trading Ltd). (“Forexcash”) (collectively referred to as the “Company”, unless otherwise indicated).  All material inter company transactions and balances have been eliminated in consolidation.
Since the liabilities of FinoLogic Ltd exceed its assets, and the owner of the 0.3% minority interest has no obligation to supply additional capital, no minority interest has been recorded in the consolidated financial statements.
Use of Estimates
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.
8
Earning Per Common
Share
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income (loss) by the weighted average shares outstanding during the period.  Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all stock options.
Marketable Securities
Marketable securities consist principally of corporate stocks.  Management has classified the Company’s marketable securities as available for sale securities in the accompanying consolidated financial statements.  Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity.  Realized gains and losses on available-for-sale securities are included in interest income.  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 April 30, 2010 the market value of the security equals its cost.
2. Property and Equipment Property and equipment consist of the following :
Estimated
Useful
Life
April 30 , 2010
January 31 , 2010
years
(un-audited)
(audited)
Computer equipment
3 $ 699,612 $ 771,703
Purchased software
3 $ 231,786 $ 184,951
Office furniture and equipment
7 $ 544,336 $ 518,844
Leasehold improvements
10 $ 0 $ 0
Total Property and Equipment at Cost
$ 1,716,177 $ 1,475,498
Less accumulated depreciation and amortization
$ 1,179,162 $ 1,097,781
Property and Equipment - Net
$ 537,016 $ 377,717

9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3.
Legal Proceedings

In the normal course of business, a few Finotec clients have claims for alleged trading profits or losses that these clients are considered to due to them.  The current amounts in question are in no more than US$ 200,000. Finotec’s view is that there is in-sufficient basis for these claims

Management does not expect any of these claims to have a material effect on the Company's financial position or results of operations.


ISSUANCES OF EQUITY SECURITIES


On September 2, 2009, the Company entered into a definitive agreements for the sale of 17,218,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The summary description of the financing described above does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement filed as an Exhibit hereto.

On July 31st 2009, the Company entered into a definitive agreement for the sale of 11,111,111 Common Shares at a price of $0.18 per share as well as 2,780,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The transaction closed on July 31st 2009.

During the year 2007, the Board of Directors of Finotec Group, Inc. (the "Company") approved a resolution to authorise up 18,000,000 shares of Common Stock to make these option grants under the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”) available to be issued the companies employees , excluding any Shareholder with more than 10% of the company. The Board intends that such options have an exercise price per share not less than the market price per share of the Company’s Common Stock. As of January 31, 2010, no options were issued to the employees. During the year 2010, 2,000,000 shares have been approved for issue to the employees.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements of Finotec Group, Inc. and its subsidiaries contained herein. The results of operations for an interim period are not necessarily indicative of results for the year, or for any subsequent period.


RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 2010 AND 2009

10

NET GAINS (LOSSES) FROM FOREIGN CURRENCY  FUTURE  OPERATIONS

Net gains from foreign currency future operations are comprised primarily of spread-based brokerage fees earned from our clients' brokerage transactions. Total net revenue from foreign currency future operations was $555,730 for the three months ended April 30, 2010, as compared to a net gain from foreign currency future operations of $684,781 for the three months ended April 30, 2009 This decrease 114 is attributable to a variety of factors, including the general global downturn in the financial markets,.

The Company had net losses of $1,288,438 for the three months ended April 30, 2010, as compared to a net loss of $590,512for the three months ended April 30, 2009. This increase in Losses is primarily attributable to additional non-recurring costs associated with setting up of new business divisions.

OPERATING EXPENSES

Operating expenses were $1,870,154 for the three months ended April 30, 2010, as compared to $1,144,827 for the three months ended April 30, 2009. This increase was due to additional non-recurring costs associated with setting up of new business divisions.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash balance decreased by $2,275,129 from a cash balance as of January 31, 2010  of $ 7,708,667 to $5,433,538 as of April 30, 2010. This decrease is primarily attributable additional costs and counterparty deposits utilized for set up the new Institutional Forex and commodity  business
Divisions.

Net cash used in operating activities amounted to $1,766,213 for the three months ended April  30, 2010, compared to net cash used in operating activities of $1,048,521  for the three months ended October 31, 2008. Although the Net cash used is lower, market conditions remain difficult – mainly attributable to a variety of factors, including the general global downturn in the financial markets and client reactions to market uncertainties,

Net cash provided in financing activities for the three months ended April  31, 2010, was $ 0 as compared to net provided in investing activities of $ 454,680 for the three months ended April 30, 2009..

Future capital requirements and the adequacy of available funds will depend on numerous factors, including the successful commercialization of our the new business divisions , successful technology upgrades to our systems, products, competing technological and market developments, and the development of strategic alliances for the development and marketing of our products.

The Company has successfully launched its Institutional Forex Business and set up the infrastructure for the Institutional Commodity Business. More Information can be obtained on the web site www.finotrade.com .Following the launch of this business; the Company will have sufficient funds to satisfy their cash requirements until December 2010 assuming monthly expenses of the Company at $500,000 and basic revenue generation in the amount of US$ 200,000 by the Company. The company expects to be in a break even position by 3q ’2010.

Furthermore, The Company is continuing its efforts to increase revenues will are centered on the following activities.

o
Expansion of  our market share in our retail FX, CFD activities
o
Expansion of the Institutional brokerage trading activity for the same products which was launched in April 2010.
o
To leverage on the infrastructure of the Gas and Power Trading Commodity Business that was successfully put in place in May 2010.
o
Explore opportunities in the Capital Management Division which received FSA regulation in February 2010

11
On the technology side, the activities have been re-branded as under the FinoLogic Brand Name and the proposed activities are to “
o
Continue to improve the platform and solutions offered – Sky trader and Sky mobile
o
Continue to improve on the easy white label version of our retail margin trading solutions
o
Incorporate other trading platforms such as MT4 into its suite of products with intention on offering clients the choice of a selection of trading platforms


Finotec expects that it will take 3-12 months before the effect of the will show a positive impact on its cash flow and operations.
ISSUES, UNCERTAINTIES AND RISK FACTORS

The Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in this report should be read and evaluated together with the issues, uncertainties and risk factors relating to our business described below. While we have been and continue to be confident in our business and business prospects, we believe it is very important that anyone who reads this report consider the issues, uncertainties and risk factors described below, which include business risks relevant both to our industry and to us in particular. These issues, uncertainties and risk factors are not intended to be exclusive. This report also contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as Amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believes," "plans," "estimates," "expects," "intends," "designed," "anticipates," "may," "will," "should," "could," "become," "upcoming," "potential," "pending," and similar expressions, if and to the extent used, are intended to identify the forward-looking statements. All forward-looking statements are based on current expectations and beliefs concerning future events that are subject to risks and uncertainties. Actual results may differ materially from the results suggested in this report. Factors that may cause or contribute to such differences, and our business risks and uncertainties generally, include, but are not limited to, the items described below, as well as in other sections of this report and in our other public filings and our press releases.


THERE ARE SEVERAL FACTORS THAT MAY CAUSE FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS, WHICH WOULD LIKELY RESULT IN SIGNIFICANT VOLATILITY IN OUR STOCK PRICE

Causes of such significant fluctuations may include, but are not limited to:

·
cash flow problems that may occur;

·
the quality and success of, and potential continuous changes in, sales or marketing strategies (which have undergone significant changes recently and are expected to continue to evolve) and the costs allocated to marketing campaigns and the timing of those campaigns;

·
the timing, completion, cost and effect of our development and launch of planned enhancements to the Finotec trading platform;

·
the size and frequency of any trading errors for which we ultimately suffer the economic burden, in whole or in part;

·
changes in demand for our products and services due to the rapid pace in which new technology is offered to customers in our industry;

·
demand of customers to transact business on our platform;
12

·
actions taken by our competitors, including new product introductions, fee schedules, pricing policies and enhancements;

·
costs or adverse financial consequences that may occur with respect to regulatory compliance or other regulatory issues, particularly relating to laws, rules or regulations that may be enacted with a   focus on the active trader market; and

·
General economic and market factors that affect active trading, including changes in the securities and financial markets.



OUR SUCCESS IS DEPENDENT UPON OUR RECEIPT AND MAINTENANCE OF REGULATORY APPROVALS IN THE MAJOR CUSTOMER MARKETS AROUND THE WORLD.

The Company believes that its success, in large part, depends upon its ability to receive and retain regulatory approvals in the major markets around the world.  Such approvals both expand the variety of services which the Company can offer and bolster the Company’s reputation among potential customers.

In November 2007, Finotec UK received authorization from the FSA to offer certain financial services in the UK. In connection therewith, Finotec has received regulatory approval to offer cross border investment services in the various European countries, from its UK office. In order to retain its FSA authorization, the Company must comply with numerous requirements, including financial covenants as well as those related to its ongoing operations.  The Company’s failure to meet these ongoing obligations could lead to the loss of its FSA authorization which would have a material adverse effect on the Company and its operations.

In addition, in the United States, Finotec USA Inc. has applied for registration with the National Futures Association ("NFA") as a Futures Commission Merchant (FCM). Such application is currently pending. Failure to receive such authorization could have a material adverse effect on the Company’s ability to expand its operations. In addition, if such authorization is received, in order to retain its NFA authorization, the Company must comply with numerous requirements, including financial covenants as well as those related to its ongoing operations.  The Company’s failure to meet these ongoing obligations could lead to the loss of its NFA authorization which would have a material adverse effect on the Company and its operations.

WE MUST MAINTAIN POSITIVE BRAND NAME AWARENESS.

We believe that establishing and maintaining our brand names is essential to expanding business. We also believe that the importance of brand name recognition will increase in the future because of the growing number of online companies that will need to differentiate themselves. Promotion and enhancement of our brand names will depend largely on our ability to provide consistently high quality software and related technology. If we are unable to provide software and technology of comparable or superior quality to those of our competition, the value of our brand name may suffer.

THE INTERNATIONAL NATURE OF OUR BUSINESS ADDS ADDITIONAL
COMPLEXITY AND RISKS TO OUR BUSINESS.

The nature of the foreign currency business brings us into contact with different countries and markets. We hope to expand further in international markets. Our international business may be subject to a variety of risks, including:

o    market risk or loss of uncovered transactions;

o    governmental regulation and political instability;

o    collecting international accounts receivable and income;

o    the imposition of barriers to trade and taxes; and

o    difficulties associated with enforcing contractual obligations and intellectual property rights.
13

These factors may have a negative effect on any future international operations and may adversely affect our business and operations.

INSTABILITY IN THE MIDDLE EAST REGION MAY ADVERSELY AFFECT OUR BUSINESS


Political, economic and military conditions in Israel directly affect the Company's operations. The Company could be adversely affected by hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic or financial condition of Israel. These conditions could disrupt the Company's operations in Israel and its business, financial condition and results of operations could be adversely affected.

The Company's costs of operations have at times been affected by changes in the cost of its operations in Israel, resulting from changes in the value of the Israeli shekel relative to the United States dollar, and from difficulties in attracting and retaining qualified scientific, engineering and technical personnel in Israel, where the availability of such personnel has at times been severely limited. Changes in these cost factors have from time to time been significant and difficult to predict, and could in the future have a material adverse effect on the Company's results of operations.

OUR INDUSTRY IS INTENSELY COMPETITIVE, WHICH MAKES IT DIFFICULT TO ATTRACT AND RETAIN CUSTOMERS

The markets for online brokerage services, client software and Internet-based trading tools, and real-time market data services are intensely competitive and rapidly evolving, and there has been substantial consolidation of those three products and services occurring in the industry. We believe that competition from large online brokerage firms and smaller brokerage firms focused on active traders, as well as consolidation, will substantially increase and intensify in the future. Competition may be further intensified by the size of the active trader market, We believe our ability to compete will depend upon many factors both within and outside our control. These include: price pressure; the timing and market acceptance of new products and services and enhancements developed by us and our competitors; the development and support of efficient, materially error-free Internet-based systems; product and service functionality; data availability and cost; clearing costs; ease of use; reliability; customer service and support; and sales and marketing decisions and efforts.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OR PRESERVE OUR RIGHTS IN INTELLECTUAL PROPERTY

Our success is and will continue to be heavily dependent on proprietary technology, including existing trading-tool, Internet, Web-site and order-execution technology, and those types of technology currently in development. We view our technology as proprietary, and rely, and will be relying, on a combination of trade secret and trademark laws, nondisclosure agreements and other contractual provisions and technical measures to protect our proprietary rights. Policing unauthorized use of our products and services is difficult, however, and we may be unable to prevent, or unsuccessful in attempts to prevent, theft, copying or other unauthorized use or exploitation of our product and service technologies. There can be no assurance that the steps taken by us to protect (or defend) our proprietary rights will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies or products and services.

THE NATURE OF OUR BUSINESS RESULTS IN POTENTIAL LIABILITY TO CUSTOMERS

Many aspects of the securities brokerage business, including online trading services, involve substantial risks of liability. In recent years there has been an increasing incidence of litigation involving the securities brokerage industry, including class action and other suits that generally seek substantial damages, including in some cases punitive damages. In particular, our proprietary order routing technology is designed to automatically locate, with immediacy, the best available price in completing execution of a trade triggered by programmed market entry and exit rules. There are risks that the electronic communications and other systems upon which these products and services rely, and will continue to rely, or our products and services they, as a result of flaws or other imperfections in their designs or performance, may operate too slowly, fail or cause confusion or uncertainty to the user. Major failures of this kind may affect all customers who are online simultaneously. Any such litigation could have a material adverse effect on our business, financial condition, results of operations and prospects.
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WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER PROVIDERS OF E-COMMERCE SERVICES

Competition for Internet products and services and e-commerce business is intense. If the market for e-commerce grows, we expect that competition will intensify, and Finotec will continue to compete with other technology companies and traditional service providers that seek to integrate on-line business technologies with their traditional service mix. Barriers to entry into the e-commerce environment are minimal, and competitors can launch websites and offer products and services at relatively low costs. The companies with which Finotec competes often have significantly greater name recognition and financial, marketing and other resources than Finotec which may place our e-commerce marketplaces at a disadvantage in responding to competitors' pricing strategies, technological advances, advertising campaigns, strategic partnerships and other initiative. If Finotec fails to differentiate itself from other Internet industry participants, the value of its brand name could decline, it may be unable to attract a critical mass of buyers and sellers, and its prospects for future growth would diminish, which could materially and adversely affect our business and operations.

CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL INFORMATION OVER THE INTERNET MAY ADVERSELY AFFECT OUR E-COMMERCE BUSINESS

We believe that concern regarding the security of confidential information transmitted over the Internet, including, for example, business requirements, credit card numbers and other forms of payment methods, prevents many potential customers from engaging in online trading. If we do not add sufficient security features to future product releases, our services may not gain market acceptance or we may face additional legal exposure.

Despite the measures we have taken in the areas of encryption and password or other authentication software devices, our infrastructure, like others, is potentially vulnerable to physical or electronic break-ins, computer viruses, hackers or similar problems caused by employees, customers or other Internet users. If a person circumvents our security measures, that person could misappropriate proprietary information or cause interruptions in our operations. Security breaches that result in access to confidential information could damage our reputation and expose us to a risk of loss or liability. These risks may require us to make significant investments and efforts to protect against or remedy security breaches, which would increase the costs of maintaining our websites.

OUR E-COMMERCE CAPABILITY DEPENDS ON REAL-TIME ACCURATE PRODUCT INFORMATION

We may be responsible for loading information into our database and categorizing the information for trading purposes. This process entails a number of risks, including dependence on our suppliers both to provide us in a timely manner with accurate, complete and current information and to update this information promptly when it changes. If our suppliers do not provide us in a timely manner with accurate, complete and current information, our database may be less useful to our customers and users and may expose us to liability. We cannot guarantee that the information available in our database will always be accurate, complete and current or comply with governmental regulations either due to third-party or internal errors. This could expose us to liability or result in decreased acceptance of our products and services, which could have a material and adverse affect on our business and operations. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers.  In addition, our contracts with the third-party data suppliers must be renewed on a regular basis and the costs for such information may increase, with the Company having little or no negotiating influence in such a situation.
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OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND WE MAY NOT BE ABLE TO KEEP UP WITH SUCH CHANGE IN A COST-EFFECTIVE WAY

The e-commerce market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could render our existing technology obsolete. If we are unable to respond successfully to these developments or do not respond in a cost-effective way,  our business and operations will suffer. To be successful, we must adapt to our rapidly changing market by continually improving the responsiveness, services and features of our products and services, by developing or acquiring new features to meet customer needs and by successfully developing and introducing new versions of our Internet-based e-commerce business software on a timely basis. The life cycles of the software used to support our e-commerce services are difficult to predict because the market for our e-commerce is new and emerging and is characterized by changing customer needs and industry standards.  The introduction of on-line products employing new technologies and industry standards could render our existing system obsolete and unmarketable. If a new software language becomes the industry standard, we may need to rewrite our software to remain competitive, which we may not successfully accomplish in a timely and cost-effective manner.

In addition, as traffic in our e-commerce business increases, we may need to expand and upgrade our technology, transaction processing systems and network hardware and software. We may not be able to project accurately the rate of growth in our on-line businesses. We also may not be able to expand and upgrade our systems and network hardware and software capabilities to accommodate increased use of our on-line businesses, which would have a material and adverse affect on our business and operations.

An unexpected event, such as a power or telecommunications failure, fire or flood, or physical or electronic break-in at any of our facilities or those of any third parties on which we rely, could cause a loss of critical data and prevent us from offering services. If our hosting and information technology services were interrupted, including from failure of other parties' software that we integrate into our technology, our business and the businesses of our e-commerce marketplaces using these services would be disrupted, which could result in decreased revenues, lost customers and impaired business reputation for us and them. As a result, we could experience greater difficulty attracting new customers. A failure by us or any third parties on which we rely to provide these services satisfactorily would impair our ability to support the operations of our services and could subject us to legal claims.

In addition, to a large extent, the Company’s profits are dependent upon the operation of its internal risk management system.  There is no guarantee that such system will operate successfully in every eventuality.

LIMITED INTERNET INFRASTRUCTURE MAY AFFECT SERVICE .

The accelerated growth and increasing volume of Internet traffic may cause performance problems, slowing the adoption of our Internet-based services. The growth of Internet traffic due to very high volumes of use over a relatively short period of time has caused frequent periods of decreased Internet performance, delays and, in some cases, system outages. This decreased performance is caused by limitations inherent in the technology infrastructure supporting the Internet and the internal networks of Internet users. In addition, recently, there have been several instances of entire countries losing Internet access as a result of natural disasters or accidents. If Internet usage continues to grow rapidly, the infrastructure of the Internet and its users may be unable to support the demands of growing e-commerce usage, and the Internet's performance and reliability may decline. If our existing or potential customers experience frequent or continuing outages or delays on the Internet, the adoption or use of our Internet-based products and services may grow more slowly than we expect or even decline. Our ability to increase the speed and reliability of our Internet-based business model is limited by and depends upon the reliability of both the Internet and the internal networks of our existing and potential customers. As a result, if improvements in the infrastructure supporting both the Internet and the internal networks of our customers and suppliers are not made in a timely fashion, we may have difficulty obtaining new customers, or maintaining our existing customers, either of which could reduce our potential revenues and have a negative impact on our business and operations.
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INTERNET GOVERNANCE, REGULATION AND ADMINISTRATION ARE UNCERTAIN AND MAY ADVERSELY AFFECT OUR BUSINESS.

The future success of our business is dependent on our ability to use the Internet to implement our e-commerce growth strategy. Because the original role of the Internet was to link the government's computers with academic institutions' computers, the Internet was historically administered by organizations that were involved in sponsoring research. Over time, private parties have assumed larger roles in the enhancement and maintenance of the Internet infrastructure. Therefore, it is unclear what organization, if any, will govern the administration of the Internet in the future, including the authorization of domain names.

The lack of an appropriate organization to govern the administration of the Internet infrastructure and the legal uncertainties that may follow pose risks to the commercial Internet industry and our specific website business. In addition, the effective operation of the Internet and our business is also dependent on the continued mutual cooperation among several organizations that have widely divergent interests, including the government, Internet service providers and developers of system software and software language. These organizations may find that achieving a consensus may become difficult, impossible, time-consuming and costly.

CHANGES IN THE REGULATORY ENVIRONMENT GOVERNING THE INTERNET, EITHER IN THE US OR ABROAD, COULD HAVE A SIGNIFICANT EFFECT ON OUR BUSINESS

We cannot predict whether or to what extent any new regulation affecting e-commerce will occur. New regulations could increase our costs or restrict our activities in a materially adverse manner. One or more states or countries may seek to impose sales tax collection obligations on out-of-state/foreign companies like ours that engage in or facilitate e-commerce. A successful assertion by one or more states or any foreign country that we should collect sales and other taxes on our system could increase costs that we could have difficulty recovering from users of our websites.

Governmental agencies and their designees regulate the acquisition and maintenance of web addresses generally. For example, in the United States, the National Science Foundation had appointed Network Solutions, Inc. as the exclusive registrar for the ".com," ".net" and ".org" generic top-level addresses. Although Network Solutions no longer has exclusivity, it remains the dominant registrar. The regulation of web addresses in the United States and in foreign countries is subject to change. As a result, we may not be able to acquire or maintain relevant web addresses in all countries where we conduct business that are consistent with our brand names and marketing strategy. Furthermore, the relationship between regulations governing website addresses and laws protecting trademarks is unclear.

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR PUBLISHING OR DISTRIBUTING CONTENT OVER THE INTERNET

Our e-commerce businesses may be subject to legal claims relating to the content of our on-line websites, or the distribution of content. Providers of Internet products and services have been sued in the past, sometimes successfully, based on the content of material. The representations as to the origin and ownership of licensed content that we generally obtain may not adequately protect us.

In addition, we draw some of the content provided in our on-line business communities from data compiled by other parties. This data may have errors. If our content is improperly used or if we supply incorrect information, it could result in unexpected liability. Our insurance may not cover claims of this type or may not provide sufficient coverage. We are aware of cases in which the data provided to us by third parties has not been consistently accurate and, as a result of which, we have experienced customer dissatisfaction and lawsuits by customers.  Costs from these claims could damage our business and limit our financial resources. In addition, there can be no assurance that we will not make internal errors that could result in liability.

ITEM 4T               CONTROLS AND PROCEDURES

(a)
Evaluation of Disclosure Controls and Procedures
Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of April 30, 2010. Based upon this evaluation, the Chief Executive Officer and s the Chief Financial Officer) has concluded that the Company’s disclosure controls and procedures were not effective as of April 30, 2010 due to the material weaknesses in internal control over financial reporting as described below.
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There are material weaknesses in internal control over financial reporting as described below.
(b)            Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness represents a significant deficiency (as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 5), or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2010 based on the framework published by the Committee of Sponsoring Organizations of the Tread way Commission, Internal Control — Integrated Framework. Management has identified the following material weaknesses in the Company’s internal control over financial reporting as of April 30, 2010.


Material weaknesses identified in Finotec Group, Inc are as follows:

Audit Committee, Internal Audit and Entity Level Controls:

·
The Audit Committee is not fully active.
·
The internal controller /audit function is not fully active.
·
Management does perform a periodic check of the access rights of all users to ensure that their access is suitable to their positions and functions. Segregation rights still need be further fine-tuned.

Remediation Plan:
·
The Audit Committee will be fully activated.
·
The Company has appointed an internal controller / auditor who have commenced a review and enforcement of the required tasks. .
·
The CFO will extract from the information system an access list for all employees and ensure that each function, screen and field is suitable to the employee's job description.
·
The CFO will ensure that the access rights are adequately segregated.

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Information Technology:
·
The Company does have adequate permission and access right tables specifying group authorizations. Some employees have more authorizations than their role definition. There is an adequate authorization procedure.
·
The Company does have password complexity procedure. User passwords require complexity, and there is a requirement for password change.
·
No adequate formal system development, acquisition and program change policies and procedures exist for development/acquisitions of new systems and changes to existing systems.
·
The developers have access to the production.

Remediation Plan:
·
The Company will continue to examine and minimize user rights and will prepare permissions table and access rights that includes group permissions and prepare access to programs and data procedures.
·
The Company will update "Access to Programs and Data" procedure. Passwords to the database will be managed.
·
The Company will write a methodology for system development, acquisitions and change management.
·
The Company will prevent the developers from accessing the production environment.
Information Technology:
·
The passwords of accounts with privileged access are not limited or unique.
·
The Company does not have permission and access right table specifying group authorizations. Some employees have more authorizations than their role definition. There is no authorization procedure.
·
The same read-only password is valid for all the IT employees. There is no requirement to change the password within a limited period of time.
·
The Company does not have password complexity procedure. User passwords do not require any complexity, and there is no requirement for password change.
·
Segregation of duties is inadequate.
·
No Formal system development, acquisition and program change policies and procedures exist for development/acquisitions of new systems and changes to existing systems.
·
The developers have access to the production.

Remediation Plan:
·
Users and passwords will be unique and limited to all the systems.
·
The Company will examine and minimize user rights and will prepare permissions table and access rights that includes group permissions and prepare access to programs and data procedures.
·
The Company will apply a different user id/password for every employee. The Company will document each request and authorization. The Company will set an expiration date to each password upon creation.
·
The Company will prepare "Access to Programs and Data" procedure. Passwords to the database will be managed and complex.
·
The Company will create a formal position for Information Security role. IT manager and IT Security roles will be held by different employees. Development and testing will carried out by different employees. The Company will create a formal position for quality assurance manager is necessary.
·
The Company will write a methodology for system development, acquisitions and change management.
·
The Company will prevent the developers from accessing the production environment.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, a few Finotec clients have claims for alleged trading profits or losses that these clients are considered to due to them.  The current amounts in question are in no more than US$ 200,000. Finotec’s view is that is in-sufficient basis for these claims

Management does not expect any of these claims to have a material effect on the Company's financial position or results of operations.

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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(A) SALES OF UNREGISTERED SECURITIES

On September 2, 2009, the Company entered into a definitive agreements for the sale of 17,218,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The transaction closed on September 2nd 2009.



On July 31st 2009, the Company entered into a definitive agreement for the sale of 11,111,111 Common Shares at a price of $0.18 per share as well as 2,780,000 Common Shares at a price of $0.25 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. All such shares are subject as well to a registration rights agreement. The transaction closed on July 31st 2009.


ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 16, 2008, a majority of the Company’s shareholders provided their written consent to increase the authorized capital of the Company from 100 million shares to 300 million shares of Common Stock.


ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K

(A) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT:

31.1 Section 302 certification
31.2 Section 302 certification
32.1 Section 906 certification
32.2 Section 906 certification



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Finotec Group, Inc.
Registrant
Date: June 15, 2010
/s/ Xavier Alexandre
Xavier Alexandre
Chief Executive Officer
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