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EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Bone Biologics, Corp.ex-32_1.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Bone Biologics, Corp.ex-31_1.htm



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

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-53078
 
AFH ACQUISITION X, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
42-1743430
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

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

(310) 492-9898
(Registrant’s telephone number, including area code)

No change
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large accelerated filer
¨
Accelerated filer
¨
 
Non-accelerated filer
¨
 Smaller reporting company
x
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No ¨.

 
 

 
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ¨  No ¨.


APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000   shares of common stock, par value $.001 per share, outstanding as of June 14, 2011.

 
 

 
 
AFH ACQUISITION X, Inc.
- INDEX -

   
Page
PART I – FINANCIAL INFORMATION:
 
     
Item 1.
Financial Statements:
1
     
 
Balance Sheets at April 30, 2011 (Unaudited) and October 31, 2010
F-1
     
 
Statements of Changes in Stockholder’s Deficit for the Cumulative Period from October 18, 2007 (Inception) to April 30, 2011 (Unaudited)
F-2
     
 
Statements of Operations for the Three and Six Months Ended April 30, 2011 and 2010 and for the Cumulative Period from October 18, 2007 (Inception) to April 30, 2011 (Unaudited)
F-3
     
 
Statements of Cash Flows for the Six Months Ended April 30, 2011 and 2010 and for the Cumulative Period from October 18, 2007 (Inception) to April 30, 2011 (Unaudited)
F-4
     
 
Notes to Financial Statements
F-5
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
3
     
Item 4.
Controls and Procedures
3
     
PART II – OTHER INFORMATION:
 
     
Item 1.
Legal Proceedings
4
     
Item 1A.
Risk Factors
4
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
4
     
Item 3.
Defaults Upon Senior Securities
4
     
Item 4.
(Removed and Reserved)
4
     
Item 5.
Other Information
4
     
Item 6.
Exhibits
4
     
Signatures
5

 
 

 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.
 

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

FINANCIAL REPORTS
AT
APRIL 30, 2011

 
1

 

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


TABLE OF CONTENTS


 
 
 

 

AFH ACQUISITION X, INC.
           
(A DEVELOPMENT STAGE COMPANY)
           
(A DELAWARE CORPORATION)
           
Beverly Hills, CA
           
             
             
BALANCE SHEETS
           
             
   
(Unaudited)
       
   
April 30,
   
October 31,
 
   
2011
   
2010
 
             
ASSETS
           
Cash and Cash Equivalents
           
                 
Total Assets
  $     $  
                 
LIABILITIES AND STOCKHOLDER'S DEFICIT
               
                 
Liabilities
               
Accrued Expenses
  $ 6,074     $ 3,597  
Due to Parent
    20,451       20,451  
                 
Total Liabilities
    26,525       24,048  
                 
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
    (51,525 )     (49,048 )
                 
Total Stockholder's Deficit
    (26,525 )     (24,048 )
                 
Total Liabilities and Stockholder's Deficit
  $     $  

 
F-1

 

AFH ACQUISITION X, INC.
                                   
(A DEVELOPMENT STAGE COMPANY)
                                   
(A DELAWARE CORPORATION)
                                   
Beverly Hills, CA
                                   
                                     
                                     
STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
                   
  DATE OF INCEPTION (OCTOBER 18, 2007) THROUGH APRIL 30, 2011 - UNAUDITED
                   
                                     
                           
Deficit
       
                           
Accumulated
       
   
Common Stock
   
Additional
   
Stock
   
During
   
Total
 
   
Number
   
 
   
Paid-In
   
Subscription
   
Development
   
Stockholder's
 
   
of Shares
   
Value
   
Capital
   
Receivable
   
Stage
   
Deficit
 
                                     
Balance - October 18, 2007
        $     $     $     $     $  
                                                 
Common Stock Issued for Cash
    5,000,000       5,000       20,000       (12,900 )           12,100  
                                                 
Net Loss for the Period
                            (21,823 )     (21,823 )
                                                 
Balance - October 31, 2007
    5,000,000       5,000       20,000       (12,900 )     (21,823 )     (9,723 )
                                                 
Cash Received for Stock Subscriptions
                      12,900             12,900  
                                                 
Net Loss for the Period
                            (13,343 )     (13,343 )
                                                 
Balance - October 31, 2008
    5,000,000       5,000       20,000             (35,166 )     (10,166 )
                                                 
Net Loss for the Period
                            (10,285 )     (10,285 )
                                                 
Balance - October 31, 2009
    5,000,000       5,000       20,000             (45,451 )     (20,451 )
                                                 
Net Loss for the Period
                            (3,597 )     (3,597 )
                                                 
Balance - October 31, 2010
    5,000,000       5,000       20,000             (49,048 )     (24,048 )
                                                 
Net Loss for the Period
                            (2,477 )     (2,477 )
                                                 
Balance - April 30, 2011
    5,000,000     $ 5,000     $ 20,000     $     $ (51,525 )   $ (26,525 )

 
F-2

 

AFH ACQUISITION X, INC.
                             
(A DEVELOPMENT STAGE COMPANY)
                             
(A DELAWARE CORPORATION)
                             
Beverly Hills, CA
                             
                               
                               
STATEMENTS OF OPERATIONS - UNAUDITED
                         
                               
                           
Period From
 
                           
Date of Inception
 
   
For the Three Months Ended
   
For the Years Ended
   
(October 18, 2007)
 
   
April 30,
   
April 30,
   
Through
 
   
2011
   
2010
   
2011
   
2010
   
April 30, 2011
 
                               
                               
Revenues
  $     $     $     $     $  
                                         
Expenses
                                       
Consulting
  $     $     $     $     $ 1,719  
Interest
                            15  
Legal and Professional
    802       1,244       2,077       2,031       43,689  
Office Expenses
                            1,500  
Organizational Costs
                            1,002  
Rent
                            3,000  
                                         
Total Expenses
  $ 802     $ 1,244     $ 2,077     $ 2,031     $ 50,925  
                                         
Net Loss for the Period Before Taxes
  $ (802 )   $ (1,244 )   $ (2,077 )   $ (2,031 )   $ (50,925 )
                                         
Franchise Tax
    400       125       400       125       600  
                                         
Net Loss for the Period After Taxes
  $ (1,202 )   $ (1,369 )   $ (2,477 )   $ (2,156 )   $ (51,525 )
                                         
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  

 
F-3

 

AFH ACQUISITION X, INC.
                 
(A DEVELOPMENT STAGE COMPANY)
                 
(A DELAWARE CORPORATION)
                 
Beverly Hills, CA
                 
                   
                   
STATEMENTS OF CASH FLOWS - UNAUDITED
                 
                   
               
Period From
 
               
Date of Inception
 
   
For the Three Months Ended
   
(October 18, 2007)
 
   
April 30,
   
Through
 
   
2011
   
2010
   
April 30, 2011
 
                   
Cash Flows from Operating Activities
                 
Net Loss for the Period
  $ (2,477 )   $ (2,156 )   $ (51,525 )
                         
Changes in Assets and Liabilities:
                       
Prepaid Expenses
                 
Accrued Expenses
    2,477       (3,525 )     6,074  
                         
Net Cash Flows from Operating Activities
          (5,681 )     (45,451 )
                         
Net Cash Flows from Investing Activities
                 
                         
Cash Flows from Financing Activities
                       
Cash Advance by (Repayment to) Parent
          5,681       20,451  
Cash Proceeds from Stock Subscriptions
                12,900  
Cash Proceeds from Sale of Stock
                12,100  
                         
Net Cash Flows from Financing Activities
          5,681       45,451  
                         
Net Change in Cash and Cash Equivalents
                 
                         
Cash and Cash Equivalents - Beginning of Period
                 
                         
Cash and Cash Equivalents - End of Period
  $     $     $  
                         
Cash Paid During the Period for:
                       
Interest
  $     $     $  
Income Taxes
  $     $     $  

 
F-4

 

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


NOTES TO FINANCIAL STATEMENTS


Note A -
The Company
 
AFH Acquisition X, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on October 18, 2007.  The Company is 100% owned by AFH Holding & Advisory, LLC (the “Parent”).  The financial statements presented represent only those transactions of AFH Acquisition X, Inc.  The Company is looking to acquire an existing company or acquire the technology to begin operations.
   
 
As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company is not conducting negotiations with any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
   
 
Since inception, the Company has been engaged in organizational efforts.
   
 
The condensed financial statements of AFH Acquisition X, Inc., (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.
   
 
The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  Certain information that is not required for interim financial reporting purposes has been omitted.
   
Note B -
Summary of Significant Accounting Policies
 
Method of Accounting
 
The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
   
 
- continued -

 
F-5

 

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


NOTES TO FINANCIAL STATEMENTS

 
Note B -
Summary of Significant Accounting Policies – continued
 
Development Stage
 
The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services.  The Company prepares its financial statements in accordance with the requirements of 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.
   
 
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.
   
 
- continued -
 
 
F-6

 

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


NOTES TO FINANCIAL STATEMENTS

 
Note B -
Summary of Significant Accounting Policies – continued
 
Financial Instruments
 
The Company’s financial instruments consist of cash and due to parent. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted.
   
 
Recent Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
   
Note C -
Equity Securities
 
Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholder’s meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights.
   
 
The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
   
 
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
   
Note D -
Going Concern
 
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of $51,525 at April 30, 2011.
   
 
The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
 
 
F-7

 

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


NOTES TO FINANCIAL STATEMENTS

 
Note E -
Due to Parent
 
Due to parent represents cash advances from AFH Holding & Advisory LLC.  AFH Holding & Advisory LLC is the sole shareholder of the Company. There are no repayment terms.
 
 
F-8

 
 
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, 2011. 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.

Liquidity and Capital Resources
 
At April 30, 2011, 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.

 
2

 
 
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.
 
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
 
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2011. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Controls.

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended April 30, 2011, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting. 

 
3

 
 
PART II – OTHER INFORMATION
   
Item 1.    
Legal Proceedings.
 
None
  
Item 2.    
Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
  
Item 3.    
Defaults Upon Senior Securities.
 
None
  
Item 4.    
(Removed and Reserved)
 
None
  
Item 5.    
Other Information.
 
None
  
Item 6.    
Exhibits.
 
(a)  Exhibits required by Item 601 of Regulation S-K.


*
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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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 14, 2011
AFH Acquisition X, Inc.
 
     
 
By: /s/ Amir F. Heshmatpour
 
 
Amir F. Heshmatpour
 
 
President and Sole Director
 
 
Principal Executive Officer
 
 
Principal Financial Officer
 
 
 
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