AFH Acquisition IX, Inc. - FORM 10-K/A - April 25, 2011

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EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - AFH Acquisition IX, Inc.ex-32_1.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - AFH Acquisition IX, Inc.ex-31_1.htm
EX-23.1 - CONSENT OF EFP ROTENBERG - AFH Acquisition IX, Inc.ex-23_1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A
(Amendment No. 1)

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

 
Commission File Number 000-53070
 

AFH ACQUISITION IX, Inc.
 
 
(Exact name of registrant as specified in its charter)

Delaware
  
41-1743424
(State or other jurisdiction of incorporation or organization)
    
(I.R.S. Employer Identification No.)

9595 Wilshire Blvd., Suite 700, Beverly Hills, CA 90212
(Address of principal executive offices)

(310) 492-9898
 (Registrant’s telephone number, including area code)
 
 Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share
  (Title of Class)
 

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No x

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨
 
 
 
 
 
 
Check whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Check 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.)

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No o

As of October 31, 2010, there were no non-affiliate holders of common stock of the Company.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of January 31, 2011, there were 5,000,000 shares of common stock, par value $.001, outstanding.
 
 
 
 
 
 
FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding 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 IX, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this 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.

 
 
 
 
 

EXPLANATORY NOTE
 
AFH Acquisition IX, INC, a Delaware corporation, is filing this Amendment No.1 to its form 10-K for the fiscal year ended October 31, 2010 which was originally filed with the securities and exchange commission on February 1, 2011, In order to include the dates and signature corresponding with the auditors opinion which appeared on page F-1 of the original 10-K. The signature of the auditor along with the dates were inadvertently omitted from the original form 10-K. During this review, an update was also made to the inception dates in the table of contents to be consistent with the rest of the filing.

Except as described above, Amendment No.1 does not amend any other item of the Form 10-K and does not modify or update in any way the disclosures contained in the original form 10-K.

New certifications of our principal executive and financial officer are included as exhibits to this amendment.
 
 
 
 
 
 
PART I

 
Item 8.          
Financial Statements and Supplementary Data.
 

AFH ACQUISITION IX, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
 
FINANCIAL REPORTS
AT
OCTOBER 31, 2010
 

 
 
 
 
 
AFH ACQUISITION IX, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm
F-1
   
Balance Sheets at October 31, 2010 and 2009
F-2
   
Statement of Changes in Stockholder’s Deficit for the Period
  
from Date of Inception (October 18, 2007) through October 31, 2010
F-3
   
Statements of Operations for the Years Ended October 31, 2010 and 2009 and for
  
the Period from Date of Inception (October 18, 2007) through October 31, 2010
F-4
   
Statements of Cash Flows for the Years Ended October 31, 2010 and 2009 and for the
  
Period from Date of Inception (October 18, 2007) through October 31, 2010
F-5
   
Notes to Financial Statements
F-6 - F-8
 
 
 
 
 
 
 
Certified Public Accountants  |  280 Kenneth Drive, Suite 100  | Rochester, New York 14623  | 585.427.8900 | EFPRotenberg.com
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and
Stockholders of AFH Acquisition IX, Inc.

We have audited the accompanying balance sheets of AFH Acquisition IX, Inc. (the Company) as of October 31, 2010 and 2009, and the related statements of  operations, changes in stockholder's deficit and cash flows for each of the years in the two-year period ended October 31, 2010 and for the period from date of inception (October 18, 2007) through October 31, 2010.  The Company's management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AFH Acquisition IX, Inc. as of October 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2010 and for the period from date of inception (October 18, 2007) through October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements,  these conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
 
 
EFP Rotenberg, LLP
Rochester, New York
January 31, 2011

 
F-1
 
 
 
 
 
AFH ACQUISITION IX, INC.
            
(A DEVELOPMENT STAGE COMPANY)
            
(A DELAWARE CORPORATION)
            
Beverly Hills, CA
            
             
             
BALANCE SHEETS
            
             
             
October 31,
  
2010
    
2009
  
             
ASSETS
            
Cash and Cash Equivalents
  
$
—
    
$
38
  
                 
                 
LIABILITIES AND STOCKHOLDER'S DEFICIT
                
                 
Liabilities
                
Accrued Expenses
  
$
3,597
    
$
5,705
  
Due to Parent
    
17,331
      
11,626
  
                 
                 
Total Liabilities
    
20,928
      
17,331
  
                 
                 
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
    
(45,928
)
    
(42,293
)
                 
                 
Total Stockholder's Deficit
    
(20,928
)
    
(17,293
)
                 
                 
Total Liabilities and Stockholder's Deficit
  
$
—
    
$
38
  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2
 
 
 
 
 
 
AFH ACQUISITION IX, 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 OCTOBER 31, 2010
                    
                     
                                     
                           
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
    
—
      
—
      
—
      
—
      
(12,632
)
    
(12,632
)
                                                 
                                                 
Balance - October 31, 2008
    
5,000,000
      
5,000
      
20,000
      
—
      
(34,455
)
    
(9,455
)
                                                 
Net Loss for the Period
    
—
      
—
      
—
      
—
      
(7,838
)
    
(7,838
)
                                                 
                                                 
Balance - October 31, 2009
    
5,000,000
      
5,000
      
20,000
      
—
      
(42,293
)
    
(17,293
)
                                                 
Net Loss for the Period
    
—
      
—
      
—
      
—
      
(3,635
)
    
(3,635
)
                                                 
                                                 
Balance - October 31, 2010
    
5,000,000
    
$
5,000
    
$
20,000
    
$
—
    
$
(45,928
)
  
$
(20,928
)
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3
 
 
 
 
 
 
AFH ACQUISITION IX, INC.
                  
(A DEVELOPMENT STAGE COMPANY)
                  
(A DELAWARE CORPORATION)
                  
Beverly Hills, CA
                  
                   
                   
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED OCTOBER 31, 2010 AND 2009 AND FOR
  
THE PERIOD FROM DATE OF INCEPTION (OCTOBER 18, 2007) THROUGH OCTOBER 31, 2010
  
   
                   
               
Period From
  
               
Date of Inception
  
   
For the Years Ended
    
(October 18, 2007)
  
   
October 31,
    
Through
  
   
2010
    
2009
    
October 31, 2010
  
                   
Revenues
  
$
—
    
$
—
    
$
—
  
                         
Expenses
                        
Consulting
  
$
—
    
$
935
    
$
1,712
  
Interest
    
—
      
15
      
15
  
Legal and Professional
    
3,472
      
5,933
      
41,832
  
Office Expenses
    
38
      
235
      
798
  
Organizational Costs
    
—
      
(55
)
    
671
  
Rent
    
—
      
700
      
700
  
                         
                         
Total Expenses
  
$
3,510
    
$
7,763
    
$
45,728
  
                         
                         
Net Loss for the Period Before Taxes
  
$
(3,510
)
  
$
(7,763
)
  
$
(45,728
)
                         
                         
Franchise Tax
    
125
      
75
      
200
  
                         
                         
Net Loss for the Period After Taxes
  
$
(3,635
)
  
$
(7,838
)
  
$
(45,928
)
                         
                         
Loss per Share - Basic and Diluted
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.01
)
                         
                         
Weighted Average Common Shares Outstanding
    
5,000,000
      
5,000,000
      
5,000,000
  
                         
 
The accompanying notes are an integral part of these financial statements.

 
F-4
 
 
 
 
 
 
AFH ACQUISITION IX, INC.
                  
(A DEVELOPMENT STAGE COMPANY)
                  
(A DELAWARE CORPORATION)
                  
Beverly Hills, CA
                  
                   
                   
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2010 AND 2009 AND FOR THE PERIOD
  
FROM DATE OF INCEPTION (OCTOBER 18, 2007) THROUGH OCTOBER 31, 2010
        
         
                   
               
Period From
  
               
Date of Inception
  
   
For the Years Ended
    
(October 18, 2007)
  
   
October 31,
    
Through
  
   
2010
    
2009
    
October 31, 2010
  
                   
Cash Flows from Operating Activities
                  
Net Loss for the Period
  
$
(3,635
)
  
$
(7,838
)
  
$
(45,928
)
                         
Changes in Assets and Liabilities:
                        
Prepaid Expenses
    
—
      
2,083
      
—
  
Accrued Expenses
    
(2,108
)
    
5,580
      
3,597
  
                         
                         
Net Cash Flows from Operating Activities
    
(5,743
)
    
(175
)
    
(42,331
)
                         
                         
Net Cash Flows from Investing Activities
    
—
      
—
      
—
  
                         
                         
Cash Flows from Financing Activities
                        
Cash Advance by (Repayment to) Parent
    
5,705
      
(636
)
    
17,331
  
Cash Proceeds from Stock Subscriptions
    
—
      
—
      
12,900
  
Cash Proceeds from Sale of Stock
    
—
      
—
      
12,100
  
                         
                         
Net Cash Flows from Financing Activities
    
5,705
      
(636
)
    
42,331
  
                         
                         
Net Change in Cash and Cash Equivalents
    
(38
)
    
(811
)
    
—
  
                         
Cash and Cash Equivalents - Beginning of Period
    
38
      
849
      
—
  
                         
                         
Cash and Cash Equivalents - End of Period
  
$
—
    
$
38
    
$
—
  
                         
                         
Cash Paid During the Period for:
                        
Interest
  
$
—
    
$
—
    
$
—
  
Income Taxes
  
$
—
    
$
—
    
$
—
  
                         
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5
 
 
 
 
 
AFH ACQUISITION IX, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


NOTES TO FINANCIAL STATEMENTS


Note A -
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.
   
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.
   
 
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.
   
 
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, by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period
   
 
- continued -

 
F-6
 
 
 
 
 
AFH ACQUISITION IX, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


NOTES TO FINANCIAL STATEMENTS


Note B -
Summary of Significant Accounting Policies – continued
 
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.
   
 
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 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.
   
 
- continued -

 
F-7
 
 
 
 

AFH ACQUISITION IX, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA


NOTES TO FINANCIAL STATEMENTS


Note B -
Summary of Significant Accounting Policies – continued
 
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 $45,928 at October 31, 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.
   
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.
 
 
 
 
 
 
Part IV
 
Item 15.        
Exhibits, Financial Statement Schedules.

(a)           We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.

Statement
  
Page*
     
     
Report of Independent Registered Public Accounting Firm
  
F-1
     
Balance Sheets
  
F-2
     
Statements of Operations
  
F-3
     
Statements of Changes in Stockholder’s Deficit
  
F-4
     
Statements of Cash Flows
  
F-5
     
Notes to Financial Statements
  
F-6 - F-8
____________
*Page F-1 follows page 7 to this annual report on Form 10-K.
 
(b)           Index to Exhibits required by Item 601 of Regulation S-K.
 
 
 
 
 
Exhibit
  
Description
     
     
*3.1
  
Certificate of Incorporation
     
*3.2
  
By-laws
     
23.1
  
Consent of EFP Rotenberg, LLP independent registered public accountants
     
31.1
  
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended October 31, 2010
     
32.1
  
Certification of the Company’s 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
     

*
Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 1, 2008 and incorporated herein by this reference.
 
 
 
 
 
 
 
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 IV, INC.
     
     
Dated: April 25, 2011
By: 
 /s/  Amir F. Heshmatpour
  
   
Amir F. Heshmatpour
   
President and Director
   
Principal Executive Officer
   
Principal Financial Officer

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

   
Title
Date
       
 /s/  Amir F. Heshmatpour
    
President, Secretary,
April 25, 2011
Amir F. Heshmatpour
  
Chief Financial Officer and Sole Director
  
 
 

AFH Acquisition IX, Inc. Reports