Delaware
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42-1743433
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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7
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Item 1. | Financial Statements. |
FINANCIAL REPORTS
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AT
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APRIL 30, 2012
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F-1
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F-2
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F-3
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F-4
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F-5 – F-8
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BALANCE SHEETS
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(Unaudited)
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April 30,
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October 31,
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|||||||
2012
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2011
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|||||||
ASSETS
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||||||||
Cash and Cash Equivalents
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— | — | ||||||
Total Assets
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$ | — | $ | — | ||||
LIABILITIES AND STOCKHOLDER'S DEFICIT
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Liabilities
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Accrued Expenses
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$ | 8,445 | $ | 4,920 | ||||
Due to Parent
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23,440 | 23,440 | ||||||
Total Liabilities
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31,885 | 28,360 | ||||||
Stockholder's Deficit
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||||||||
Preferred Stock: $.001 Par; 20,000,000 Shares Authorized, -0- Issued and Outstanding
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— | — | ||||||
Common Stock: $.001 Par; 100,000,000 Shares Authorized; 5,000,000 Issued and Outstanding
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5,000 | 5,000 | ||||||
Additional Paid-In-Capital
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20,000 | 20,000 | ||||||
Deficit Accumulated During Development Stage
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(56,885 | ) | (53,360 | ) | ||||
Total Stockholder's Deficit
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(31,885 | ) | (28,360 | ) | ||||
Total Liabilities and Stockholder's Deficit
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$ | — | $ | — |
STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
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DATE OF INCEPTION (OCTOBER 18, 2007) THROUGH APRIL 30, 2012 - UNAUDITED
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Deficit
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||||||||||||||||||||||||
Accumulated
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||||||||||||||||||||||||
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
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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 | |||||||||||||||||
Net Loss for the Period
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— | — | — | — | (21,823 | ) | (21,823 | ) | ||||||||||||||||
Balance - October 31, 2007
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5,000,000 | 5,000 | 20,000 | (12,900 | ) | (21,823 | ) | (9,723 | ) | |||||||||||||||
Cash Received for Stock Subscriptions
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— | — | — | 12,900 | — | 12,900 | ||||||||||||||||||
Net Loss for the Period
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— | — | — | — | (12,112 | ) | (12,112 | ) | ||||||||||||||||
Balance - October 31, 2008
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5,000,000 | 5,000 | 20,000 | — | (33,935 | ) | (8,935 | ) | ||||||||||||||||
Net Loss for the Period
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— | — | — | — | (10,882 | ) | (10,882 | ) | ||||||||||||||||
Balance - October 31, 2009
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (44,817 | ) | $ | (19,817 | ) | |||||||||||
Net Loss for the Period
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— | — | — | — | (3,623 | ) | (3,623 | ) | ||||||||||||||||
Balance - October 31, 2010
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (48,440 | ) | $ | (23,440 | ) | |||||||||||
Net Loss for the Period
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— | — | — | — | (4,920 | ) | (4,920 | ) | ||||||||||||||||
Balance - October 31, 2011
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (53,360 | ) | $ | (28,360 | ) | |||||||||||
Net Loss for the Period
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— | — | — | — | (3,525 | ) | (3,525 | ) | ||||||||||||||||
Balance - April 30, 2012
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (56,885 | ) | $ | (31,885 | ) |
STATEMENTS OF OPERATIONS - UNAUDITED
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Period From
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Date of Inception
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For the Three Months Ended
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For the Six Months Ended
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(October 18, 2007)
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April 30,
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April 30,
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Through
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2012
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2011
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2012
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2011
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April 30, 2012
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Revenues
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Expenses
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Consulting
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$ | — | $ | — | — | $ | — | $ | 1,712 | |||||||||||
Interest
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— | — | — | — | 15 | |||||||||||||||
Legal and Professional
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1,750 | 802 | 3,125 | 2,077 | 49,167 | |||||||||||||||
Office Expenses
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— | — | — | — | 339 | |||||||||||||||
Organizational Costs
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— | — | — | — | 1,002 | |||||||||||||||
Rent
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— | — | — | — | 3,650 | |||||||||||||||
Total Expenses
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$ | 1,750 | $ | 802 | $ | 3,125 | $ | 2,077 | $ | 55,885 | ||||||||||
Net Loss for the Period Before Taxes
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$ | (1,750 | ) | $ | (802 | ) | $ | (3,125 | ) | $ | (2,077 | ) | $ | (55,885 | ) | |||||
Franchise Tax
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400 | 400 | 400 | 400 | 1,000 | |||||||||||||||
Net Loss for the Period After Taxes
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$ | (2,150 | ) | $ | (1,202 | ) | $ | (3,525 | ) | $ | (2,477 | ) | $ | (56,885 | ) | |||||
Loss per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
Weighted Average Common Shares Outstanding
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5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
STATEMENTS OF CASH FLOWS - UNAUDITED
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Period From
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Date of Inception
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For the Six Months Ended
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(October 18, 2007)
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April 30,
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Through
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2012
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2011
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April 30, 2012
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Cash Flows from Operating Activities
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Net Loss for the Period
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$ | (3,525 | ) | $ | (2,477 | ) | $ | (56,885 | ) | |||
Changes in Assets and Liabilities:
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Prepaid Expenses
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— | — | — | |||||||||
Accrued Expenses
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3,525 | 2,477 | 8,445 | |||||||||
Net Cash Flows from Operating Activities
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— | — | (48,440 | ) | ||||||||
Net Cash Flows from Investing Activities
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— | — | — | |||||||||
Cash Flows from Financing Activities
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Cash Advance by Parent
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— | — | 23,440 | |||||||||
Cash Proceeds from Stock Subscriptions
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— | — | 12,900 | |||||||||
Cash Proceeds from Sale of Stock
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— | — | 12,100 | |||||||||
Net Cash Flows from Financing Activities
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— | — | 48,440 | |||||||||
Net Change in Cash and Cash Equivalents
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— | — | — | |||||||||
Cash and Cash Equivalents - Beginning of Period
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— | — | — | |||||||||
Cash and Cash Equivalents - End of Period
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$ | — | $ | — | $ | — | ||||||
Cash Paid During the Period for:
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Interest
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$ | — | $ | — | $ | — | ||||||
Income Taxes
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$ | — | $ | — | $ | — |
Note A -
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The Company
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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.
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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.
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Since inception, the Company has been engaged in organizational efforts.
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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.
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Note B -
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Summary of Significant Accounting Policies
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Method of Accounting
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The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
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- continued -
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Note B -
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Summary of Significant Accounting Policies – continued
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Development Stage
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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.
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Cash and Cash Equivalents
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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.
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Loss Per Common Share
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Loss per common share is computed in accordance with FASB ASC 260-10, by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period.
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Use of Estimates
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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.
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Organizational Costs
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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.
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Income Taxes
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The Company accounts for income taxes in accordance with FASB ASC 740-10, 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.
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Note B -
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Summary of Significant Accounting Policies – continued
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Financial Instruments
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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.
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Recent Pronouncements
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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.
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Note C -
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Equity Securities
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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.
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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.
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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.
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Note D -
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Going Concern
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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 $56,885 at April 30, 2012.
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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.
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Note E -
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Due to Parent
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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.
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Management’s Discussion and Analysis or Plan of Operation.
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Quantitative and qualitative Disclosures About Market Risk
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Controls and Procedures.
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Legal Proceedings.
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Item 1A. | Risk Factors |
Unregistered Sales of Equity Securities and Use of Proceeds.
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Defaults Upon Senior Securities.
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Mine Safety Disclosures
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Other Information.
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Exhibits.
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Exhibit
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Description
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*3.1
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Certificate of Incorporation, as filed with the Delaware Secretary of State on October 18, 2007.
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*3.2
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By-Laws.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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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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Dated: June 14, 2012
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AFH Acquisition XI, Inc.
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By: /s/ Amir F. Heshmatpour
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Amir F. Heshmatpour
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President and Sole Director
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Principal Executive Officer
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Principal Financial Officer
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/s/ Amir F. Heshmatpour
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Date: June 14, 2012
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Amir F. Heshmatpour
Principal Executive Officer
Principal Financial Officer
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/s/ Amir F. Heshmatpour
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Amir F. Heshmatpour
Principal Executive Officer
Principal Financial Officer
June 14, 2012
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Equity Securities
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6 Months Ended | ||||||||||||
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Apr. 30, 2012
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|||||||||||||
Equity Securities | |||||||||||||
Equity Securities |
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Summary of Significant Accounting Policies
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2012
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Summary Of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
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BALANCE SHEETS (Unaudited) (USD $)
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Apr. 30, 2012
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Oct. 31, 2011
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---|---|---|
ASSETS | ||
Cash and Cash Equivalents | $ 0 | $ 0 |
Total Assets | 0 | 0 |
Liabilities | ||
Accrued Expenses | 8,445 | 4,920 |
Due to Parent | 23,440 | 23,440 |
Total Liabilities | 31,885 | 28,360 |
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 | (56,885) | (53,360) |
Total Stockholder's Deficit | (31,885) | (28,360) |
Total Liabilities and Stockholder's Deficit | $ 0 | $ 0 |
STATEMENT OF CASH FLOWS (Unaudited) (USD $)
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6 Months Ended | 54 Months Ended |
---|---|---|
Apr. 30, 2012
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Apr. 30, 2012
|
|
Statement of Cash Flows [Abstract] | ||
Net Loss for the Period | $ (3,525) | $ (56,885) |
Changes in Assets and Liabilities: | ||
Prepaid Expenses | ||
Accrued Expenses | 3,525 | 8,445 |
Net Cash Flows from Operating Activities | (48,440) | |
Net Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities | ||
Cash Advance by Parent | 23,440 | |
Cash Proceeds from Stock Subscriptions | 12,900 | |
Cash Proceeds from Sale of Stock | 12,100 | |
Net Cash Flows from Financing Activities | 48,440 | |
Net Change in Cash and Cash Equivalents | ||
Cash and Cash Equivalents - Beginning of Period | 0 | |
Cash and Cash Equivalents - End of Period | 0 | 0 |
Cash Paid During the Period for: | ||
Interest | ||
Income Taxes |
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The Company
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6 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2012
|
|||||||||||||||||
Company | |||||||||||||||||
The Company |
|
BALANCE SHEETS (Parenthetical) (USD $)
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Apr. 30, 2012
|
Oct. 31, 2011
|
---|---|---|
Balance Sheets | ||
Preferred Stock: Par | $ 0.001 | $ 0.001 |
Preferred Stock: Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock: Shares Issued | 0 | 0 |
Preferred Stock: Shares Outstanding | 0 | 0 |
Common Stock: Par | $ 0.001 | $ 0.001 |
Common Stock: Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock: Shares Issued | 5,000,000 | 5,000,000 |
Common Stock: Shares Outstanding | 5,000,000 | 5,000,000 |
Document and Entity Information
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6 Months Ended | |
---|---|---|
Apr. 30, 2012
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Jun. 14, 2012
|
|
Document And Entity Information | ||
Entity Registrant Name | AFH Acquisition XI, Inc. | |
Entity Central Index Key | 0001419553 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2012 |
Due to Parent
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6 Months Ended | ||||
---|---|---|---|---|---|
Apr. 30, 2012
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|||||
Due To Parent | |||||
Due to Parent |
|
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STATEMENT OF OPERATIONS (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 54 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
Apr. 30, 2011
|
Apr. 30, 2012
|
|
Income Statement [Abstract] | |||||
Revenues | |||||
Consulting | 1,712 | ||||
Interest | 15 | ||||
Legal and Professional | 1,750 | 802 | 3,125 | 2,077 | 49,167 |
Office Expenses | 339 | ||||
Organizational Costs | 1,002 | ||||
Rent | 3,650 | ||||
Total Expenses | 1,750 | 802 | 3,125 | 2,077 | 55,885 |
Net Loss for the Period Before Taxes | (1,750) | (802) | (3,125) | (2,077) | (55,885) |
Franchise Tax | 400 | 400 | 400 | 400 | 1,000 |
Net Loss for the Period After Taxes | $ (2,150) | $ (1,202) | $ (3,525) | $ (2,477) | $ (56,885) |
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 |
Going Concern
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6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2012
|
|||||||||||
Going Concern | |||||||||||
Going Concern |
|