U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2018
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-53070
AFH ACQUISITION IX, INC.
(Name of registrant in its charter)
| Delaware | 42-1743424 | |
| (State or other jurisdiction of incorporation or formation) | (I.R.S. employer identification number) |
4533 MacArthur Blvd., Suite 199 Newport Beach, CA 92660
(Address of principal executive offices)
+65 8119 8811
(Registrant’s telephone number, including area code)
Indicate by check mark if the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☒ Yes ☐ No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 12, 2018: 5,000,000 shares of common stock.
| 1 |
AFH ACQUISITION IX, Inc.
- INDEX -
| PART I – FINANCIAL INFORMATION: | ||
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis or Plan of Operation | 10 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II – OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | 13 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 13 |
| Signatures | 14 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
AFH ACQUISITION IX, INC.
(A DELAWARE CORPORATION)
| FINANCIAL REPORTS |
| AT |
| April 30, 2018 |
| Condensed Balance Sheets at April 30, 2018 (Unaudited) and October 31, 2017 | F-1 |
| Unaudited Condensed Statements of Operations for the Six Months Ended April 30, 2018 and 2017 | F-2 |
| Unaudited Condensed Statements of Cash Flows for the Six Months Ended April 30, 2018 and 2017 | F-3 |
| Notes to Unaudited Condensed Financial Statements | F-4 |
| 3 |
| AFH ACQUISITION IX, INC. | ||||||||
| (A DELAWARE CORPORATION) | ||||||||
| BALANCE SHEETS | ||||||||
| April
30, 2018 Unaudited | October 31, 2017 | |||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | — | $ | — | ||||
| Prepaid Expense | — | 6,000 | ||||||
| Total Assets | $ | — | $ | 6,000 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable & Accrued Liabilities | 3,170 | 11,588 | ||||||
| Due to Related Party | — | — | ||||||
| Total Liabilities | 3,170 | 11,588 | ||||||
| Stockholders' 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 at April 30, 2018 and October 31, 2017 | 5,000 | 5,000 | ||||||
| Additional Paid-In-Capital | 107,114 | 88,691 | ||||||
| Accumulated Deficit | (115,284 | ) | (99,279 | ) | ||||
| Total Stockholders' Deficit | (3,170 | ) | (5,588 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | — | $ | 6,000 | ||||
| The accompanying notes are an integral part of these unaudited condensed financial statements | ||||||||
| F-1 |
| AFH ACQUISITION IX, INC. | ||||||||||||||||
| (A DELAWARE CORPORATION) | ||||||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| For the Three Month Period Ended April 30, 2018 | For the Three Month Period Ended April 30, 2017 | For the Six Month Period Ended April 30, 2018 | For the Six Month Period Ended April 30, 2017 | |||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||
| Expenses | ||||||||||||||||
| General & Administrative | 115 | — | 115 | — | ||||||||||||
| Legal and Professional | 4,820 | 1,870 | 15,890 | 4,830 | ||||||||||||
| Total Expenses | $ | 4,935 | $ | 1,870 | $ | 16,005 | $ | 4,830 | ||||||||
| Net Loss for the Period Before Taxes | $ | (4,935 | ) | $ | (1,870 | ) | $ | (16,005 | ) | $ | (4,830 | ) | ||||
| Income Tax Provision | — | — | — | — | ||||||||||||
| Net Loss for the Period After Taxes | $ | (4,935 | ) | $ | (1,870 | ) | $ | (16,005 | ) | $ | (4,830 | ) | ||||
| Loss per Share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted Average Common Shares Outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
| The accompanying notes are an integral part of these unaudited condensed financial statements | ||||||||||||||||
| F-2 |
| AFH ACQUISITION IX, INC. | ||||||||
| (A DELAWARE CORPORATION) | ||||||||
| STATEMENTS OF CASH FLOWS | ||||||||
| (unaudited) | ||||||||
| For the Six Month Period Ended April 30, 2018 | For the Six Month Period Ended April 30, 2017 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | (16,005 | ) | $ | (4,830 | ) | ||
| Changes in Assets and Liabilities: | ||||||||
| Prepaid Expense | 6,000 | (280 | ) | |||||
| Accrued Liabilities | (8,418 | ) | (5,500 | ) | ||||
| Due to Parent | — | 610 | ||||||
| Net Cash Used in Operating Activities | (18,423 | ) | (10,000 | ) | ||||
| Financing Activities | ||||||||
| Advances by Parent | — | — | ||||||
| Capital Contribution | 18,423 | 10,000 | ||||||
| Net Cash Provided by Financing Activities | 18,423 | 10,000 | ||||||
| Net Change in Cash | — | — | ||||||
| Cash - Beginning of Period | — | — | ||||||
| Cash - End of period | $ | — | $ | — | ||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | — | $ | — | ||||
| Income Taxes | $ | — | $ | — | ||||
| The accompanying notes are an integral part of these unaudited condensed financial statements | ||||||||
| F-3 |
AFH ACQUISITION IX, INC.
(A DELAWARE CORPORATION)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 - The Company
AFH Acquisition IX, 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 IX, 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.
On August 30, 2017, the Company, the Parent and Enrochem Limited (“Enrochem”), through an arms-length non-related third-party transaction, entered into a Stock Purchase Agreement whereby the Parent agreed to sell its 100% ownership interest to Enrochem, which resulted in a change in control.
Note 2 - Summary of Significant Accounting Policies
Method of Accounting
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
Loss per Common Share
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
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 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.
| F-4 |
Financial Instruments
The Company’s financial instruments consist of 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
In January 2015, the FASB issued ASU 2015-1, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change
There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.
Note 3 - 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.
As of April 30, 2018, there were no issued and outstanding preferred shares and 5,000,000 common shares were issued and outstanding to Enrochem.
Note 4 - 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 $115,284 at April 30, 2018.
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-5 |
Note 5 - Related Party Transactions
During the three months ended April 30, 2018, Enrochem, the Company’s parent, paid $4,935 in operating expenses on behalf of the Company. As Enrochem does not expect repayment of these amounts, they were recorded as Additional Paid-In Capital.
| F-6 |
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Plan of Operation
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
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, 2018. 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.
Expenses incurred since inception are primarily due to legal, accounting, and other professional service fees.
| 10 |
Liquidity and Capital Resources
At April 30, 2018, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
The Company and/or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and/or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and/or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.
Due to the uncertainty of our ability to meet our operational expenses, in their report on our audited financial statements as of and for the years ended October 31, 2017 and 2016, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. There is substantial doubt about our ability to continue as a going concern as we have losses for the three months ended April 30, 2018 totaling $4,935 as well as an accumulated deficit since inception amounting to $115,284 and negative working capital of $3,170.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
| 11 |
In accordance with Exchange Act Rules 13a-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s President, Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR) as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal controls over financial reporting are designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
| 1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| 2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| 3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that internal control over financial reporting was effective as of April 30, 2018.
This annual report does not include a report from the Company’s registered public accounting firm regarding internal control over financial reporting due to the permanent exemption established by the Securities and Exchange Commission for public companies designated as small filers.
| 12 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors.
As a smaller reporting company we are not required to provide this information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not Applicable
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
| Exhibit | Description |
| 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, 2018.* |
| 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.* |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed Herewith
| 13 |
SIGNATURES
In accordance with Section 13 or 15(d) 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.
| AFH ACQUISITION IX, INC. | ||
| Dated: June 19, 2018 | By: | /s/ Hesam Kiani |
Hesam Kiani President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer |
||
| 14 |
Exhibit 31.1
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Hesam Kiani, certify that:
1. I have reviewed this report on Form 10-Q of AFH Acquisition IX, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: June 19, 2018 | /s/ Hesam Kiani |
Hesam Kiani Principal Executive Officer Principal Financial Officer |
Exhibit 32.1
Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Report of AFH Acquisition IX, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Amir F. Heshmatpour, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: June 19, 2018 | /s/ Hesam Kiani |
Hesam Kiani Principal Executive Officer Principal Financial Officer |
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Apr. 30, 2018 |
Jun. 12, 2018 |
|
| Document And Entity Information | ||
| Entity Registrant Name | AFH Acquisition IX, Inc. | |
| Entity Central Index Key | 0001419556 | |
| Document Type | 10-Q | |
| Document Period End Date | Apr. 30, 2018 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --10-31 | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Voluntary Filer | No | |
| Entity Current Reporting Status | No | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 5,000,000 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2018 |
Balance Sheets (Unaudited) - USD ($) |
Apr. 30, 2018 |
Oct. 31, 2017 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash | ||
| Prepaid Expense | 6,000 | |
| Total Assets | 6,000 | |
| Current Liabilities | ||
| Accounts Payable & Accrued Liabilities | 3,170 | 11,588 |
| Due to Related Party | ||
| Total Liabilities | 3,170 | 11,588 |
| 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 at April 30, 2018 and October 31, 2017 | 5,000 | 5,000 |
| Additional Paid-In-Capital | 107,114 | 88,691 |
| Accumulated Deficit | (115,284) | (99,279) |
| Total Stockholder's Deficit | (3,170) | (5,588) |
| Total Liabilities and Stockholder's Deficit | $ 6,000 |
Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Apr. 30, 2018 |
Oct. 31, 2017 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par Value | $ 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 Value | $ 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 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
Apr. 30, 2018 |
Apr. 30, 2017 |
|
| Income Statement [Abstract] | ||||
| Revenues | ||||
| Expenses | ||||
| General & Administrative | 115 | 115 | ||
| Legal and Professional | 4,820 | 1,870 | 15,890 | 4,830 |
| Total Expenses | 4,935 | 1,870 | 16,005 | 4,830 |
| Net Loss for the Period Before Taxes | (4,935) | (1,870) | (16,005) | (4,830) |
| Income Tax Provision | ||||
| Net Loss for the Period After Taxes | $ (4,935) | $ (1,870) | $ (16,005) | $ (4,830) |
| Loss per Share - Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted Average Common Shares Outstanding | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Statements of Cash Flows (Unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
|
| Cash Flows Provided by (Used in) Operating Activities | ||
| Net Loss | $ (16,005) | $ (4,830) |
| Changes in Assets and Liabilities: | ||
| Prepaid Expense | 6,000 | (280) |
| Accrued Liabilities | (8,418) | (5,500) |
| Due to Parent | 610 | |
| Net Cash Used in Operating Activities | (18,423) | (10,000) |
| Financing Activities | ||
| Advances by Parent | ||
| Capital Contribution | 18,423 | 10,000 |
| Net Cash Provided by Financing Activities | 18,423 | 10,000 |
| Net Change in Cash | ||
| Cash - Beginning of Period | ||
| Cash - End of Period | ||
| Cash Paid During the Period for: | ||
| Interest | ||
| Income Taxes | ||
The Company |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Company | |
| The Company |
Note 1 - The Company AFH Acquisition IX, 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 IX, 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. On August 30, 2017, the Company, the Parent and Enrochem Limited (“Enrochem”), through an arms-length non-related third-party transaction, entered into a Stock Purchase Agreement whereby the Parent agreed to sell its 100% ownership interest to Enrochem, which resulted in a change in control. |
Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies |
Note 2 - Summary of Significant Accounting Policies Method of Accounting The Company maintains its books and prepares its financial statements on the accrual basis of accounting. Loss per Common Share 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 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 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. Financial Instruments The Company’s financial instruments consist of 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 In January 2015, the FASB issued ASU 2015-1, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Equity Securities |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Equity [Abstract] | |
| Equity Securities |
Note 3 - 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. As of April 30, 2018, there were no issued and outstanding preferred shares and 5,000,000 common shares were issued and outstanding to Enrochem. |
Going Concern |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Going Concern | |
| Going Concern |
Note 4 - 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 $115,284 at April 30, 2018. 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. |
Related Party Transactions |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Related Party Transactions [Abstract] | |
| Related Parties |
Note 5 - Related Party Transactions During the three months ended April 30, 2018, Enrochem, the Company’s parent, paid $4,935 in operating expenses on behalf of the Company. As Enrochem does not expect repayment of these amounts, they were recorded as Additional Paid-In Capital. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
|---|---|
Apr. 30, 2018 | |
| Accounting Policies [Abstract] | |
| Method of Accounting |
Method of Accounting The Company maintains its books and prepares its financial statements on the accrual basis of accounting. |
| Loss Per Common Share |
Loss per Common Share 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. |
| Use of Estimates |
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 |
Income Taxes 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. |
| Financial Instruments |
Financial Instruments The Company’s financial instruments consist of 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 |
Recent Pronouncements In January 2015, the FASB issued ASU 2015-1, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
The Company (Details Narrative) |
Apr. 30, 2017 |
|---|---|
| Enrochem | |
| Ownership percentage | 100.00% |
Equity Securities (Details Narrative) - shares |
Apr. 30, 2018 |
Oct. 31, 2017 |
|---|---|---|
| Equity [Abstract] | ||
| Common Stock, Shares Issued | 5,000,000 | 5,000,000 |
| Common Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
Going Concern (Details Narrative) - USD ($) |
Apr. 30, 2018 |
Oct. 31, 2017 |
|---|---|---|
| Going Concern | ||
| Accumulated deficit | $ (115,284) | $ (99,279) |
Related Party Transactions (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Apr. 30, 2018 |
Apr. 30, 2017 |
Apr. 30, 2018 |
Apr. 30, 2017 |
|
| Related Party Transactions [Abstract] | ||||
| Operating expenses paid by parent | $ 4,935 | $ 1,870 | $ 16,005 | $ 4,830 |