Bone Biologics Corp - Quarter Report: 2009 April (Form 10-Q)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended April 30, 2009
OR
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53071
AFH
ACQUISITION X, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
42-1743430
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
|
of
incorporation or organization)
|
9595 Wilshire Blvd., Suite
900, Beverly Hills, CA 90212
(Address
of principal executive offices)
(310)
300-3431
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
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 ¨ .
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 definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨
|
Accelerated
filer
¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
.
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No ¨ .
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ¨ No
¨ .
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000 shares of common stock,
par value $.001 per share, outstanding as of June 22, 2009.
AFH
ACQUISITION X, Inc.
-
INDEX -
Page
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PART
I – FINANCIAL INFORMATION:
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Item
1.
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Financial
Statements:
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1
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Balance
Sheets at April 30, 2009 (Unaudited) and October 31, 2008
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F-2
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Statements
of Operations for the Three and Six Months Ended April 30, 2009 and
2008
|
||
and
for the Cumulative Period from September 24, 2007 (Inception)
to
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April
30, 2009 (Unaudited)
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F-4
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Statements
of Cash Flows for the Six Months Ended April 30, 2009 and
2008
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||
and
for the Cumulative Period from September 24, 2007 (Inception)
to
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||
April
30, 2009 (Unaudited)
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F-5
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Statements
of Stockholder’s Deficit for the Cumulative Period from
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||
September
24, 2007 (Inception) to April 30, 2009 (Unaudited)
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F-3
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Notes
to Financial Statements
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F-6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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2
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Item
3.
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Quantitative
and Qualitative Disclosures about Market Risk
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5
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Item
4.
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Controls
and Procedures
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5
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PART II – OTHER
INFORMATION :
|
||
Item
1.
|
Legal
Proceedings
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5
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Item
1A.
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Risk
Factors
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5
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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5
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Item
3.
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Defaults
Upon Senior Securities
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5
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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6
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Item
5.
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Other
Information
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6
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Item
6.
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Exhibits
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6
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Signatures
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7
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PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended April 30, 2009 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10-K filed with the
Securities and Exchange Commission for the fiscal year ended October 31,
2008.
1
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
FINANCIAL
REPORTS
|
AT
|
APRIL
30, 2009
|
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
TABLE
OF CONTENTS
|
|
Balance
Sheets at April 30, 2009 (Unaudited) and October 31, 2008
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F-2
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Statement
of Changes in Stockholder’s Deficit for the Period from Date of Inception
(October
18, 2007) through April 30, 2009 (Unaudited)
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F-3
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Statements
of Operations for the Three and Six Months Ended April 30, 2009 and 2008
and for the Period from Date of Inception (October
18, 2007) through April 30, 2009 (Unaudited)
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F-4
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Statements
of Cash Flows for the Six Months Ended April 30, 2009 and 2008 and
for the Period from Date of Inception (October
18, 2007) through April 30, 2009 (Unaudited)
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F-5
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Notes
to Financial Statements
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F-6-F-9
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F-1
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
BALANCE
SHEETS
(Unaudited)
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||||||||
April 30,
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October 31,
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|||||||
2009
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2008
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|||||||
ASSETS
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||||||||
Cash
and Cash Equivalents
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$ | — | $ | 3,076 | ||||
Prepaid
Expenses
|
— | 2,083 | ||||||
Total
Assets
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$ | — | $ | 5,159 | ||||
LIABILITIES
AND STOCKHOLDER'S DEFICIT
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||||||||
Liabilities
|
||||||||
Accrued
Expenses
|
$ | 4,216 | $ | 2,350 | ||||
Due
to Parent
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14,770 | 12,975 | ||||||
Total
Liabilities
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18,986 | 15,325 | ||||||
Stockholder's
Deficit
|
||||||||
Preferred
Stock: $.001 Par; 20,000,000 Shares Authorized,
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||||||||
-0-
Issued and Outstanding
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— | — | ||||||
Common
Stock: $.001 Par; 100,000,000 Shares
Authorized;
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||||||||
5,000,000
Issued and Outstanding
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5,000 | 5,000 | ||||||
Additional
Paid-In-Capital
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20,000 | 20,000 | ||||||
Deficit
Accumulated During Development Stage
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(43,986 | ) | (35,166 | ) | ||||
Total
Stockholder's Deficit
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(18,986 | ) | (10,166 | ) | ||||
Total
Liabilities and Stockholder's Deficit
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$ | — | $ | 5,159 |
The
accompanying notes are an integral part of these financial
statements.
F-2
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
STATEMENTS
OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
DATE
OF INCEPTION (OCTOBER 18, 2007) THROUGH APRIIL 30, 2009 - UNAUDITED
Deficit
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||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Common Stock
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Additional
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Stock
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During
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Total
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||||||||||||||||||||
Number
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Paid-In
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Subscription
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Development
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Stockholder's
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||||||||||||||||||||
of Shares
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Value
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Capital
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Receivable
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Stage
|
Deficit
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|||||||||||||||||||
Balance
- October 18, 2007
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— | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Common
Stock Issued for Cash
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5,000,000 | 5,000 | 20,000 | (12,900 | ) | — | 12,100 | |||||||||||||||||
Cash
Received for Stock Subscriptions
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— | — | — | 12,900 | — | 12,900 | ||||||||||||||||||
Net
Loss for the Period
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— | — | — | — | (35,166 | ) | (35,166 | ) | ||||||||||||||||
Balance
- October 31, 2008
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5,000,000 | 5,000 | 20,000 | — | (35,166 | ) | (10,166 | ) | ||||||||||||||||
Net
Loss for the Period
|
— | — | — | — | (8,820 | ) | (8,820 | ) | ||||||||||||||||
Balance
- April 30, 2009
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (43,986 | ) | $ | (18,986 | ) |
The
accompanying notes are an integral part of these financial
statements.
F-3
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
STATEMENTS
OF OPERATIONS - UNAUDITED
Period From
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||||||||||||||||||||
Date of Inception
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||||||||||||||||||||
For the Three Months Ended
|
For the Six Months Ended
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(October 18, 2007)
|
||||||||||||||||||
April 30,
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April 30,
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Through
|
||||||||||||||||||
2009
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2008
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2009
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2008
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April 30, 2009
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||||||||||||||||
Revenues
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Expenses
|
||||||||||||||||||||
Consulting
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$ | 331 | $ | — | $ | 684 | $ | — | $ | 1,469 | ||||||||||
Legal
and Professional
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2,758 | 417 | 4,783 | 557 | 37,140 | |||||||||||||||
Office
Expenses
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17 | (3 | ) | 77 | 43 | 1,375 | ||||||||||||||
Organizational
Costs
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— | 85 | 276 | 155 | 1,002 | |||||||||||||||
Rent
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— | — | 3,000 | — | 3,000 | |||||||||||||||
Total
Expenses
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$ | 3,106 | $ | 499 | $ | 8,820 | $ | 755 | $ | 43,986 | ||||||||||
Net
Loss for the Period
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$ | (3,106 | ) | $ | (499 | ) | $ | (8,820 | ) | $ | (755 | ) | $ | (43,986 | ) | |||||
Loss
per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
Weighted
Average Common Shares Outstanding
|
5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
The
accompanying notes are an integral part of these financial
statements.
F-4
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
STATEMENTS
OF CASH FLOWS - UNAUDITED
Period From
|
||||||||||||
Date of Inception
|
||||||||||||
For the Six Months Ended
|
(October 18, 2007)
|
|||||||||||
April 30,
|
Through
|
|||||||||||
2009
|
2008
|
April 30, 2009
|
||||||||||
Cash
Flows from Operating Activities
|
||||||||||||
Net
Loss for the Period
|
$ | (8,820 | ) | $ | (755 | ) | $ | (43,986 | ) | |||
Changes
in Assets and Liabilities:
|
||||||||||||
Prepaid
Expenses
|
2,083 | (4,583 | ) | — | ||||||||
Accrued
Expenses
|
1,866 | (11,250 | ) | 4,216 | ||||||||
Net
Cash Flows from Operating Activities
|
(4,871 | ) | (16,588 | ) | (39,770 | ) | ||||||
Net
Cash Flows from Investing Activities
|
— | — | — | |||||||||
Cash
Flows from Financing Activities
|
||||||||||||
Cash
Advance by (Repayment to) Parent
|
1,795 | (245 | ) | 14,770 | ||||||||
Cash
Proceeds from Stock Subscriptions
|
— | 12,900 | 12,900 | |||||||||
Cash
Proceeds from Sale of Stock
|
— | — | 12,100 | |||||||||
Net
Cash Flows from Financing Activities
|
1,795 | 12,655 | 39,770 | |||||||||
Net
Change in Cash and Cash Equivalents
|
(3,076 | ) | (3,933 | ) | — | |||||||
Cash
and Cash Equivalents - Beginning of Period
|
3,076 | 12,098 | — | |||||||||
Cash
and Cash Equivalents - End of Period
|
$ | — | $ | 8,165 | $ | — | ||||||
Cash
Paid During the Period for:
|
||||||||||||
Interest
|
$ | — | $ | — | $ | — | ||||||
Income
Taxes
|
$ | — | $ | — | $ | — |
The
accompanying notes are an integral part of these financial
statements.
F-5
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
NOTES
TO FINANCIAL STATEMENTS
Note
A -
|
The
Company
|
|
AFH
Acquisition X, Inc., a development stage company (the “Company”), was
incorporated under the laws of the State of Delaware on October
18, 2007. The Company is 100% owned by AFH Holding &
Advisory, LLC. The financial statements presented represent
only those transactions of AFH Acquisition X, Inc. The Company
is looking to acquire an existing company or acquire the technology to
begin operations.
|
|
As
a blank check company, the Company’s business is to pursue a business
combination through acquisition, or merger with, an existing company. As
of the date of the financial statements, the Company is not conducting
negotiations with any target business. No assurances can be given that the
Company will be successful in locating or negotiating with any target
company.
|
|
Since
inception, the Company has been engaged in organizational
efforts.
|
|
The
condensed financial statements of AFH Acquisition X, Inc., (the “Company”)
included herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission
(the “SEC”). Certain information and footnote disclosures
normally included in financial statements prepared in conjunction with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not
misleading. These condensed financial statements should be read in
conjunction with the annual audited financial statements and the notes
thereto included in the Company’s registration statement on Form 10-KSB,
and other reports filed with the
SEC.
|
|
The
accompanying unaudited interim financial statements reflect all
adjustments of a normal and recurring nature which are, in the opinion of
management, necessary to present fairly the financial position, results of
operations and cash flows of the Company for the interim periods
presented. The results of operations for these periods are not
necessarily comparable to, or indicative of, results of any other interim
period or for the fiscal year taken as a whole. Certain
information that is not required for interim financial reporting purposes
has been omitted.
|
Note
B -
|
Summary
of Significant Accounting Policies
|
|
Method
of Accounting
|
|
The
Company maintains its books and prepares its financial statements on the
accrual basis of accounting.
|
-
continued -
F-6
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
NOTES
TO FINANCIAL STATEMENTS
Note
B -
|
Summary
of Significant Accounting Policies –
continued
|
|
Development
Stage
|
|
The
Company has operated as a development stage enterprise since its inception
by devoting substantially all of its efforts to financial planning,
raising capital, research and development, and developing markets for its
services. The Company prepares its financial statements in
accordance with the requirements of Statement of Financial Accounting
Standards No. 7, “Accounting and Reporting by Development Stage
Enterprises.”
|
|
Cash
and Cash Equivalents
|
|
Cash
and cash equivalents include time deposits, certificates of deposit, and
all highly liquid debt instruments with original maturities of three
months or less. The Company maintains cash and cash equivalents
at financial institutions, which periodically may exceed federally insured
amounts.
|
|
Loss
Per Common Share
|
|
Loss
per common share is computed in accordance with Statement of Financial
Accounting Standards No. 128, “Earnings Per Share,” by dividing income
(loss) available to common stockholders by weighted average number of
common shares outstanding for each
period
|
|
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 the reported amounts of revenues and expenses
during the reporting period. Actual results can differ from
those estimates.
|
|
Income
Taxes
|
The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes”, using the asset and
liability approach, which requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and
liabilities. This method utilizes enacted statutory tax rates in
effect for the year in which the temporary differences are expected to reverse
and gives immediate effect to changes in income tax rates upon
enactment. Deferred tax assets are recognized, net of any valuation
allowance, for temporary differences and net operating loss and tax credit carry
forwards. Deferred income tax expense represents the change in net
deferred assets and liability balances.
F-7
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
NOTES
TO FINANCIAL STATEMENTS
Note
B -
|
Summary
of Significant Accounting Policies –
continued
|
Financial
Instruments
The
Company’s financial instruments consist of cash and due to parent. Unless
otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments. The fair value of these financial instruments
approximates their carrying value, unless otherwise noted.
Recent
Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position, or cash flow.
Note
C -
|
Equity
Securities
|
Holders
of shares of common stock shall be entitled to cast one vote for each common
share held at all stockholder’s meetings for all purposes, including the
election of directors. The common stock does not have cumulative
voting rights.
The
preferred stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time.
No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
or any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
Note
D -
|
Going
Concern
|
The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported
recurring losses from operations. As a result, there is an
accumulated deficit of $43,986 at April 30, 2009.
|
The
Company’s continued existence is dependent upon its ability to raise
capital or acquire a marketable company. The financial statements do not
include any adjustments that might be necessary should the Company be
unable to continue as a going
concern.
|
F-8
AFH
ACQUISITION X, INC.
(A
DEVELOPMENT STAGE COMPANY)
(A
DELAWARE CORPORATION)
Beverly
Hills, CA
NOTES
TO FINANCIAL STATEMENTS
Note E –
|
Due
to Parent
|
|
Due
to parent represents cash advances from AFH Holding & Advisory
LLC. AFH Holding & Advisory LLC is the sole shareholder of
the Company. There are no repayment terms.
|
Note F –
|
Leases
|
|
The
Company leases its office space in Beverly Hills, California, from its
parent, on a month to month basis.
|
Rent
expense for the six months ended April 30, 2009 and 2008 was $3,000 and $-0-,
respectively.
F-9
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Report on Form 10-Q are “forward-looking statements”
(within the meaning of the Private Securities Litigation Reform Act of 1995) in
regard to the plans and objectives of management for future operations. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of AFH ACQUISITION X, Inc.
(“we”, “us”, “our” or the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on September 24, 2007. Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing. The Company was formed as a vehicle to pursue a
business combination and has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations
or entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company. The Company selected October 31 as its fiscal year
end.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
2
The
Company currently does not engage in any business activities that provide cash
flow. During the next twelve months we anticipate incurring costs
related to:
(i)
|
filing Exchange Act
reports, and
|
(ii)
|
investigating,
analyzing and consummating an
acquisition.
|
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
The
Company may consider acquiring a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As
of April 30, 2009, the Company had assets equal to $0 comprised exclusively of
prepaid expenses. This compares with assets equal to $5,159 as of October 31,
2008. The Company’s current liabilities as of April 30, 2009 totaled
$18,986, comprised exclusively of accrued expenses and moneys due to
parent. This compares with current liabilities as of October 31, 2008
equal to $15,325, comprised exclusively of accrued expenses and moneys due to
parent. The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve months.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities for the six months ended April 30, 2009 and 2008 and
for the cumulative period from September 24, 2007 (Inception) to April 30,
2009:
3
Six Months
Ended April
30, 2009
|
Six Months
Ended April
30, 2008
|
For the
Cumulative
Period from
September 24,
2007
(Inception)
to
April 30, 2009
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$
|
(4,871
|
)
|
$
|
(16,588
|
)
|
$
|
(39,770
|
)
|
|||
Net
Cash (Used in) Investing Activities
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Net
Cash Provided by Financing Activities
|
$
|
1,795
|
$
|
12,655
|
|
$
|
39,770
|
|||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
$
|
(3,076
|
) |
$
|
(3,933
|
)
|
$
|
-
|
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from September 24, 2007 (Inception) to April 30,
2009. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
three months ended April 30, 2009 and 2008 the company had a net loss of $3,106
and $499, respectively, comprised exclusively of legal accounting, accounting,
audit and other professional service fees incurred in relation to the filing of
the Company's Form 10-K for the fiscal year ended October 31, 2008 and the
filing of the Company's Registration Statement on Form 10-SB in February of
2008.
For the
six months ended April 30, 2009 and 2008 the company had a net loss of $8,820
and $755, respectively, comprised exclusively of legal, accounting, audit, and
other professional service fees incurred in relation to the filing of the
Company’s Form 10-K for the fiscal year ended October 31, 2008 and the filing of
the Company’s Registration Statement on Form 10-SB in February of
2008.
For the
period from September 24, 2007 (Inception) to April 30, 2009, the Company had a
net loss of $43,986 comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the formation of the Company,
the filing of the Company’s Registration Statement on Form 10-SB in February of
2008 and the filing of the Company’s annual and quarterly reports on Form 10-K
and Form 10-Q.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
4
Contractual
Obligations
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the
Company is not required to provide this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this
Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As
of April 30, 2009, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended April 30, 2009 that have materially affected or are reasonably
likely to materially affect our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To
the best knowledge of our officers and directors, the Company is not a party to
any legal proceeding or litigation.
Item
1A. Risk Factors.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this
Item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
5
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
(a) Exhibits
required by Item 601 of Regulation S-K.
Exhibit
|
Description
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on
September 24, 2007 .
|
|
*3.2
|
By-Laws.
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Report on
Form 10-Q for the quarter ended April 30, 2009.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Report on
Form 10-Q for the quarter ended April 30, 2009.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10-SB , as
filed with the SEC on February 1, 2008, and incorporated herein by this
reference.
|
6
SIGNATURES
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.
Dated:
June 22, 2009
|
AFH
Acquisition X, Inc.
|
By:
/s/ Amir F. Heshmatpour
|
|
Amir
F. Heshmatpour
|
|
President
and Sole Director
|
|
Principal
Executive Officer
|
|
Principal
Financial Officer
|
7