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, 2010
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 000-53079
AFH ACQUISITION XI, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 42-1743433 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
9595 Wilshire Blvd., Suite 700, Beverly Hills, CA 90212
(Address of principal executive offices)
(310) 492-9898
(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 14, 2010.
AFH ACQUISITION XI, Inc.
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| Page | ||
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, 2010 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, 2009.
1
AFH ACQUISITION XI, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
| FINANCIAL REPORTS | ||
| AT | ||
| APRIL 30, 2010 |
AFH ACQUISITION XI, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
TABLE OF CONTENTS
| AFH ACQUISITION XI, INC. | ||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||
| (A DELAWARE CORPORATION) | ||||||||
| Beverly Hills, CA | ||||||||
| BALANCE SHEETS | ||||||||
| (Unaudited) | ||||||||
| April 30, | October 31, | |||||||
| 2010 | 2009 | |||||||
| ASSETS | ||||||||
| Cash and Cash Equivalents | $ | — | $ | 26 | ||||
| Total Assets | $ | — | $ | 26 | ||||
| LIABILITIES AND STOCKHOLDER'S DEFICIT | ||||||||
| Liabilities | ||||||||
| Accrued Expenses | $ | 2,156 | $ | 5,656 | ||||
| Due to Parent | 19,843 | 14,187 | ||||||
| Total Liabilities | 21,999 | 19,843 | ||||||
| Stockholder's Deficit | ||||||||
| Preferred Stock: $.001 Par; 20,000,000 Shares Authorized, | ||||||||
| -0- Issued and Outstanding | — | — | ||||||
| Common Stock: $.001 Par; 100,000,000 Shares Authorized; | ||||||||
| 5,000,000 Issued and Outstanding | 5,000 | 5,000 | ||||||
| Additional Paid-In-Capital | 20,000 | 20,000 | ||||||
| Deficit Accumulated During Development Stage | (46,999 | ) | (44,817 | ) | ||||
| Total Stockholder's Deficit | (21,999 | ) | (19,817 | ) | ||||
| Total Liabilities and Stockholder's Deficit | $ | — | $ | 26 | ||||
The accompanying notes are an integral part of these financial statements.
F-1
| AFH ACQUISITION XI, 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 APRIL 30, 2010 - UNAUDITED | ||||||||||||||||||||||||
| Deficit | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Common Stock | Additional | Stock | During | Total | ||||||||||||||||||||
| Number | Paid-In | Subscription | Development | Stockholder's | ||||||||||||||||||||
| of Shares | Value | Capital | Receivable | Stage | Deficit | |||||||||||||||||||
| Balance - October 18, 2007 | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Common Stock Issued for Cash | 5,000,000 | 5,000 | 20,000 | (12,900 | ) | — | 12,100 | |||||||||||||||||
| Net Loss for the Period | — | — | — | — | (21,823 | ) | (21,823 | ) | ||||||||||||||||
| Balance - October 31, 2007 | 5,000,000 | 5,000 | 20,000 | (12,900 | ) | (21,823 | ) | (9,723 | ) | |||||||||||||||
| Cash Received for Stock Subscriptions | — | — | — | 12,900 | — | 12,900 | ||||||||||||||||||
| Net Loss for the Period | — | — | — | — | (12,112 | ) | (12,112 | ) | ||||||||||||||||
| Balance - October 31, 2008 | 5,000,000 | 5,000 | 20,000 | — | (33,935 | ) | (8,935 | ) | ||||||||||||||||
| Net Loss for the Period | — | — | — | — | (10,882 | ) | (10,882 | ) | ||||||||||||||||
| Balance - October 31, 2009 | 5,000,000 | 5,000 | 20,000 | — | (44,817 | ) | (19,817 | ) | ||||||||||||||||
| Net Loss for the Period | — | — | — | — | (2,182 | ) | (2,182 | ) | ||||||||||||||||
| Balance - April 30, 2010 | 5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (46,999 | ) | $ | (21,999 | ) | |||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
| AFH ACQUISITION XI, INC. | ||||||||||||||||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||||||||||||||||
| (A DELAWARE CORPORATION) | ||||||||||||||||||||
| Beverly Hills, CA | ||||||||||||||||||||
| STATEMENTS OF OPERATIONS - UNAUDITED | ||||||||||||||||||||
| Period From | ||||||||||||||||||||
| Date of Inception | ||||||||||||||||||||
| For the Three Months Ended | For the Six Months Ended | (October 18, 2007) | ||||||||||||||||||
| April 30, | April 30, | Through | ||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | April 30, 2010 | ||||||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Expenses | ||||||||||||||||||||
| Consulting | $ | — | $ | 332 | $ | — | $ | 685 | $ | 1,712 | ||||||||||
| Interest | — | — | — | — | 15 | |||||||||||||||
| Legal and Professional | 1,244 | 2,733 | 2,031 | 4,683 | 40,081 | |||||||||||||||
| Office Expenses | (21 | ) | — | 26 | 25 | 339 | ||||||||||||||
| Organizational Costs | — | — | — | 276 | 1,002 | |||||||||||||||
| Rent | — | 650 | — | 3,650 | 3,650 | |||||||||||||||
| Total Expenses | $ | 1,223 | $ | 3,715 | $ | 2,057 | $ | 9,319 | $ | 46,799 | ||||||||||
| Net Loss for the Period Before Taxes | $ | (1,223 | ) | $ | (3,715 | ) | $ | (2,057 | ) | $ | (9,319 | ) | $ | (46,799 | ) | |||||
| Franchise Tax | 125 | — | 125 | — | 200 | |||||||||||||||
| Net Loss for the Period After Taxes | $ | (1,348 | ) | $ | (3,715 | ) | $ | (2,182 | ) | $ | (9,319 | ) | $ | (46,999 | ) | |||||
| 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-3
| (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 | |||||||||||
| 2010 | 2009 | April 30, 2010 | ||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net Loss for the Period | $ | (2,182 | ) | $ | (9,319 | ) | $ | (46,999 | ) | |||
| Changes in Assets and Liabilities: | ||||||||||||
| Prepaid Expenses | — | 2,083 | — | |||||||||
| Accrued Expenses | (3,500 | ) | 1,841 | 2,156 | ||||||||
| Net Cash Flows from Operating Activities | (5,682 | ) | (5,395 | ) | (44,843 | ) | ||||||
| Net Cash Flows from Investing Activities | — | — | — | |||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Cash Advance by Parent | 5,656 | 1,720 | 19,843 | |||||||||
| Cash Proceeds from Stock Subscriptions | — | — | 12,900 | |||||||||
| Cash Proceeds from Sale of Stock | — | — | 12,100 | |||||||||
| Net Cash Flows from Financing Activities | 5,656 | 1,720 | 44,843 | |||||||||
| Net Change in Cash and Cash Equivalents | (26 | ) | (3,675 | ) | — | |||||||
| Cash and Cash Equivalents - Beginning of Period | 26 | 3,799 | — | |||||||||
| Cash and Cash Equivalents - End of Period | $ | — | $ | 124 | $ | — | ||||||
| Cash Paid During the Period for: | ||||||||||||
| Interest | $ | — | $ | — | $ | — | ||||||
| Income Taxes | $ | — | $ | — | $ | — | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
AFH ACQUISITION XI, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
NOTES TO FINANCIAL STATEMENTS
| Note A - | The Company |
AFH Acquisition XI, 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 “Parent”). The financial statements presented represent only those transactions of AFH Acquisition XI, 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 XI, 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 i ncluded in the Company’s registration statement on Form 10-K, 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-5
AFH ACQUISITION XI, 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 FASB ASC 915 (Prior authoritative literature 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 FASB ASC 260-10 (Prior authoritative literature 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. | |
| Organizational Costs | |
| Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company. Organizational costs are expensed as incurred in accordance with FASB ASC 720-15 (Prior authoritative literature Statement of Position 98-5, “Reporting on the Costs of Start-Up Activities”). | |
| Income Taxes | |
| The Company accounts for income taxes in accordance with FASB ASC 740-10 (Prior authoritative literature 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.& #160; Deferred income tax expense represents the change in net deferred assets and liability balances. |
F-6
AFH ACQUISITION XI, 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 $46,999 at April 30, 2010. | |
| 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-7
AFH ACQUISITION XI, 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. |
F-8
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 XI, 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 assump tions 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 October 18, 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 acq uisitions, 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, 2010, the Company had assets equal to $0. This compares with assets equal to $26 as of October 31, 2009 comprised exclusively of cash and cash equivalents. The Company’s current liabilities as of April 30, 2010 totaled $21,999, comprised exclusively of accrued expenses and moneys due to parent. This compares with current liabilities as of October 31, 2009 equal to $19,843, 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, 2010 and 2009 and for the cumulative period from October 18, 2007 (Inception) to April 30, 2010:
3
Six Months Ended April 30, 2010 | Six Months Ended April 30, 2009 | For the Cumulative Period from October 18, 2007 (Inception) to April 30, 2010 | ||||||||||
| Net Cash (Used in) Operating Activities | $ | (5,682 | ) | $ | (5,395 | ) | $ | (44,843 | ) | |||
| Net Cash (Used in) Investing Activities | $ | - | $ | - | $ | - | ||||||
| Net Cash Provided by Financing Activities | $ | 5,656 | $ | 1,720 | $ | 44,843 | ||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | $ | (26) | $ | (3,675 | ) | $ | - | |||||
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 October 18, 2007 (Inception) to April 30, 2010. 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, 2010 and 2009 the company had a net loss of $1,348 and $3,715, 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, 2009.
For the six months ended April 30, 2010 and 2009 the company had a net loss of $2,182 and $9,319, 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, 2009.
For the period from October 18, 2007 (Inception) to April 30, 2010, the Company had a net loss of $46,999 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, 2010, 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, 2010 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.
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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 October 18, 2007. | |
| *3.2 | By-Laws. | |
| * | 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. |
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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 14, 2010 | AFH Acquisition XI, Inc. | |
| By: /s/ Amir F. Heshmatpour | ||
| Amir F. Heshmatpour | ||
| President and Sole Director | ||
| Principal Executive Officer | ||
| Principal Financial Officer |
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