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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 July 31, 2011

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

For the transition period from

Commission File No. 000-53073

AFH ACQUISITION V, INC.
(Name of registrant in its charter)

Delaware
 
36-4617526
(State or other jurisdiction of incorporation or formation)
   
(I.R.S. employer identification number)

9595 Wilshire Blvd.
Suite 700
Beverly Hills, CA 90212
(Address of principal executive offices)
 
 
Issuer’s telephone number:  (310) 492-9898
 
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

 
Check whether 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.
x  Yes ¨  No
 
Large accelerated filer   
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company   
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
x  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 (§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).
o  Yes ¨  No
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 14, 2011:  5,000,000 shares of common stock.

 
 

 
 
 
AFH ACQUISITION V, Inc.
- INDEX -

   
Page
PART I – FINANCIAL INFORMATION:
 
     
Item 1.
Financial Statements:
1
     
 
     
 
     
 
     
 
     
 
     
     
     
     
PART II – OTHER INFORMATION:
 
     
     
     
     
     
     
     
 
 
 

 
 
 

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

FINANCIAL REPORTS
AT
JULY 31, 2011
 
 
 
 

 
 
AFH ACQUISITION V INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
 
 
TABLE OF CONTENTS  
   
 Balance Sheets at July 31, 2011 (Unaudited) and October 31, 2010 2
   
Statement of Changes in Stockholder’s Deficit for the Period from Date of
Inception (September 24, 2007) through July 31, 2011 (Unaudited)
3
   
Statements of Operations for the Three and Nine Months Ended July 31, 2011
and 2010 and for the Period from Date of Inception (September 24, 2007)
through July 31, 2011 (Unaudited)        
4
   
Statements of Cash Flows for the Nine Months Ended July 31, 2011
and 2010 and for the Period from Date of Inception (September 24, 2007)
through July 31, 2011 (Unaudited) 
5
   
Notes to Financial Statements    6-9
   
\
 
 

 
 
AFH ACQUISITION V, INC.
           
(A DEVELOPMENT STAGE COMPANY)
           
(A DELAWARE CORPORATION)
           
Beverly Hills, CA
           
             
             
BALANCE SHEETS
           
             
   
(Unaudited)
       
   
July 31,
   
October 31,
 
   
2011
   
2010
 
             
ASSETS
           
Prepaid Expenses
  $     $  
                 
                 
LIABILITIES AND STOCKHOLDER'S DEFICIT
               
                 
Liabilities
               
Accrued Expenses
  $ 7,036     $ 3,834  
Due to Parent
    11,641       11,641  
                 
Total Liabilities
    18,677       15,475  
                 
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
    (43,677 )     (40,475 )
                 
Total Stockholder's Deficit
    (18,677 )     (15,475 )
                 
Total Liabilities and Stockholder's Deficit
  $     $  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
AFH ACQUISITION V, 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 (SEPTEMBER 24, 2007) THROUGH JULY 31, 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 - September 24, 2007
        $     $     $     $     $  
                                                 
Common Stock Issued for Cash
    5,000,000       5,000       20,000       (4,900 )           20,100  
                                                 
Net Loss for the Period
                            (21,853 )     (21,853 )
                                                 
Balance - October 31, 2007
    5,000,000       5,000       20,000       (4,900 )     (21,853 )     (1,753 )
                                                 
Cash Received for Stock Subscriptions
                      4,900             4,900  
                                                 
Net Loss for the Period
                            (7,546 )     (7,546 )
                                                 
Balance - October 31, 2008
    5,000,000       5,000       20,000             (29,399 )     (4,399 )
                                                 
Net Loss for the Period
                            (7,242 )     (7,242 )
                                                 
Balance - October 31, 2009
    5,000,000       5,000       20,000             (36,641 )     (11,641 )
                                                 
Net Loss for the Period
                            (3,834 )     (3,834 )
                                                 
Balance - October 31, 2010
    5,000,000       5,000       20,000             (40,475 )     (15,475 )
                                                 
Net Loss for the Period
                            (3,202 )     (3,202 )
                                                 
Balance - July 31, 2011
    5,000,000     $ 5,000     $ 20,000     $     $ (43,677 )   $ (18,677 )
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
AFH ACQUISITION V, 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 Nine Months Ended
   
(September 24, 2007)
 
   
July 31,
   
July 31,
   
Through
 
   
2011
   
2010
   
2011
   
2010
   
July 31, 2011
 
                               
                               
Revenues
  $     $     $     $     $  
                                         
Expenses
                                       
Consulting
  $     $     $     $     $ 1,696  
Interest
                            15  
Legal and Professional
    725       731       2,802       2,768       39,726  
Office Expenses
                            678  
Organizational Costs
                            962  
                                         
Total Expenses
  $ 725     $ 731     $ 2,802     $ 2,768     $ 43,077  
                                         
Net Loss for the Period Before Taxes
  $ (725 )   $ (731 )   $ (2,802 )   $ (2,768 )   $ (43,077 )
                                         
Franchise Tax
  $     $     $ 400     $ 125     $ 600  
                                         
Net Loss for the Period After Taxes
  $ (725 )   $ (731 )   $ (3,202 )   $ (2,893 )   $ (43,677 )
                                         
Loss per Share - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
                                         
Weighted Average Common Shares Outstanding
    5,000,000       5,000,000       5,000,000       5,000,000       5,000,000  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
AFH ACQUISITION V, INC.
                 
(A DEVELOPMENT STAGE COMPANY)
                 
(A DELAWARE CORPORATION)
                 
Beverly Hills, CA
                 
                   
                   
STATEMENTS OF CASH FLOWS - UNAUDITED
                 
                   
               
Period From
 
               
Date of Inception
 
   
For the Nine Months Ended
   
(September 24, 2007)
 
   
July 31,
   
Through
 
   
2011
   
2010
   
July 31, 2011
 
                   
Cash Flows from Operating Activities
                 
Net Loss for the Period
  $ (3,202 )   $ (2,893 )   $ (43,677 )
                         
Changes in Assets and Liabilities:
                       
Prepaid Expenses
                 
Accrued Expenses
    3,202       (2,862 )     7,036  
                         
Net Cash Flows from Operating Activities
          (5,755 )     (36,641 )
                         
Net Cash Flows from Investing Activities
                 
                         
Cash Flows from Financing Activities
                       
Cash Advance by (Repayment to) Parent
          5,755       11,641  
Cash Proceeds from Stock Subscriptions
                4,900  
Cash Proceeds from Sale of Stock
                20,100  
                         
Net Cash Flows from Financing Activities
          5,755       36,641  
                         
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
  $     $     $  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

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



 

Note A -
The Company
 
AFH Acquisition V, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on September 24, 2007.  The Company is 100% owned by AFH Holding & Advisory, LLC (the “Parent”).  The financial statements presented represent only those transactions of AFH Acquisition V, 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 combinationthrough 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 interim financial statements of AFH Acquisition V, 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 interim 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 V, 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.

 
F-6

 

AFH ACQUISITION V, 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 $43,677 at July 31, 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 V, 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

 
 
PART I – FINANCIAL INFORMATION
 
 
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 September 24, 2007 (inception) to July 31, 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 July 31, 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.
 
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.
 
Quantitative and qualitative Disclosures About Market Risk

Not applicable.

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 July 31, 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 July 31, 2011, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting. 

 
 

 

 
PART II – OTHER INFORMATION
 
Item 1.    
Legal Proceedings.
 
None
  
Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
  
Item 3.    
Defaults Upon Senior Securities.
 
None
  
Item 4.    
Removed and Reserved.
 
None
  
Other Information.
 
None

Item 6.    
Exhibits.
 
(a)  Exhibits required by Item 601 of Regulation S-K.
 
 
* Filed Herewith
 
 
 

 
 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: September 14, 2011

     
AFH ACQUISITION V, INC.
     
(Registrant)
       
     
/s/ Amir F. Heshmatpour, President
     
Amir F. Heshmatpour, President