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, 2014


¨

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


For the transition period from


Commission File No. 000-53078

AFH ACQUISITION X, INC.

(Name of registrant in its charter)


Delaware

 

42-1743430

(State or other jurisdiction of incorporation or formation)

 

(I.R.S. employer identification number)


269 S. Beverly Drive, Ste #1600, Beverly Hills, CA 90212

(Address of principal executive offices)


(310) 475-3500

(Registrant’s telephone number, including area code)


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

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).

x Yes ¨ 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in rule 12b-2 of the Exchange Act.

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


State the number of shares outstanding of each of the issuer s classes of common equity, as of September 14, 2014: 5,000,000 shares of common stock.



1







AFH ACQUISITION X, Inc.

- INDEX -


 

 

Page

PART I – FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis or Plan of Operation

12

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

13

Item 4.

Controls and Procedures

14

 

 

 

PART II – OTHER INFORMATION :

 

 

 

 

Item 1.

Legal Proceedings

15

Item 1A.

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosures

15

Item 5.

Other Information

15

Item 6.

Exhibits

15

 

 

 

Signatures

16




2







PART I – FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS





AFH ACQUISITION X, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)



FINANCIAL REPORTS

AT

JULY 31, 2014







TABLE OF CONTENTS

Condensed Balance Sheets at July 31, 2014 (Unaudited) and October 31, 2013

 

4

 

 

 

Condensed Statements of Operations for the Three and Nine Months Ended July 31, 2014 and 2013 and for the Period from Date of Inception (October 18, 2007) through July 31, 2014 (Unaudited)

 

5

 

 

 

Condensed Statement of Changes in Stockholder’s Deficit for the Period from Date of Inception (October 18, 2007) through July 31, 2014 (Unaudited)

 

6-7

 

 

 

Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2014 and 2013 and for the Period from Date of Inception (October 18, 2007) through July 31, 2014 (Unaudited)

 

8

 

 

 

Notes to Condensed Financial Statements (Unaudited)

 

9-11





3




AFH ACQUISITION X INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)





CONDENSED BALANCE SHEETS

 

 

 

 

 

 

 

 

July 31,

 

October 31,

 

 2014

 

2013

 

 (Unaudited)

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

Cash

22 

 

380 

 

 

 

 

Total Assets

$

22 

 

$

380 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current Liabilities

 

 

 

Accrued Expenses

$

4,529 

 

$

3,584 

Due to Parent

40,368 

 

36,601 

 

 

 

 

Total Liabilities

44,897 

 

40,185 

 

 

 

 

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

5,000 

 

5,000 

Additional Paid-In-Capital

20,000 

 

20,000 

Deficit Accumulated During Development Stage

(69,875)

 

(64,805)

 

 

 

 

Total Stockholders' Deficit

(44,875)

 

(39,805)

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

22 

 

$

380 




4




AFH ACQUISITION X INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)



CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period From

 

 

 

 

 

 

 

 

 

Date of Inception

 

For the Three Months Ended

 

For the Nine Months Ended

 

(October 18, 2007)

 

July 31,

 

July 31,

 

Through

 

2014

 

2013

 

2014

 

2013

 

July 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

--- 

 

$

--- 

 

$

--- 

 

$

--- 

 

$

--- 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Consulting

$

--- 

 

$

--- 

 

$

--- 

 

$

--- 

 

$

1,719 

Interest

--- 

 

--- 

 

--- 

 

--- 

 

15 

Legal and Professional

1,270 

 

1,055 

 

4,562 

 

3,686 

 

60,611 

Office Expenses

36 

 

30 

 

108 

 

90 

 

1,728 

Organizational Costs

--- 

 

--- 

 

--- 

 

--- 

 

1,002 

Rent

--- 

 

--- 

 

--- 

 

--- 

 

3,000 

 

 

 

 

 

 

 

 

 

 

Total Expenses

$

1,306 

 

$

1,085 

 

$

4,670 

 

$

3,776 

 

$

68,075 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period Before Taxes

$

(1,306)

 

$

(1,085)

 

$

(4,670)

 

$

(3,776)

 

$

(68,075)

 

 

 

 

 

 

 

 

 

 

Franchise Tax

$

--- 

 

 

 

$

400 

 

$

400 

 

$

1,800 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period After Taxes

$

(1,306)

 

$

(1,085)

 

$

(5,070)

 

$

(4,176)

 

$

(69,875)

 

 

 

 

 

 

 

 

 

 

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 

 

 




5




AFH ACQUISITION X INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)



CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM

DATE OF INCEPTION (OCTOBER 18, 2007) THROUGH JULY 31, 2014 - UNAUDITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock, Number

of Shares

 

Common Stock,

Value

 

Treasury

 Stock

 

Additional Paid-In

Capital

 

Stock Subscription

Receivable

 

Deficit

Accumulated

During Development

Stage

 

Total Stockholder's

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, 2008

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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 



6




AFH ACQUISITION X INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)





 

Common Stock, Number

of Shares

 

Common Stock,

Value

 

Treasury

 Stock

 

Additional Paid-In

Capital

 

Stock Subscription

Receivable

 

Deficit

Accumulated

During Development

Stage

 

Total Stockholder's

Deficit

Balance - October 31, 2010

5,000,000

 

5,000

 

---

 

20,000

 

---

 

(49,048)

 

(24,048)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

---

 

---

 

---

 

---

 

---

 

(4,920)

 

(4,920)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 31, 2011

5,000,000

 

5,000

 

---

 

20,000

 

---

 

(53,968)

 

(28,968)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

---

 

---

 

---

 

---

 

---

 

(5,631)

 

(5,631)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 31, 2012

5,000,000

 

5,000

 

---

 

20,000

 

---

 

(59,599)

 

(34,599)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

---

 

---

 

---

 

---

 

---

 

(5,206)

 

(5,206)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 31, 2013

5,000,000

 

5,000

 

---

 

20,000

 

---

 

(64,805)

 

(39,805)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

---

 

---

 

---

 

---

 

---

 

(5,070)

 

(5,070)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - July 31, 2014

5,000,000

 

$

5,000

 

---

 

$

20,000

 

$

---

 

$

(69,875)

 

$

(44,875)




7




AFH ACQUISITION X INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)



CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

July 31,

 

Period From

Date of Inception

(October 18, 2007)

Through

 

 

2014

 

2013

 

July 31, 2014

 

 

 

 

 

 

 

Cash Flows Provided by (Used in) Operating Activities

 

 

 

 

 

 

Net Loss for the Period

 

$

(5,070)

 

$

(4,176)

 

$

(69,875)

 

 

 

 

 

 

 

Changes in Assets and Liabilities:

 

 

 

 

 

 

Accrued Expenses

 

945 

 

(1,308)

 

4,529 

 

 

 

 

 

 

 

Net Cash Flows Used in Operating Activities

 

(4,125)

 

(5,484)

 

(65,346)

 

 

 

 

 

 

 

Net Cash Flows from Investing Activities

 

--- 

 

--- 

 

--- 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Cash Advance by (Repayment to) Parent

 

3,767 

 

5,394 

 

40,368 

Cash Proceeds from Stock Subscriptions

 

--- 

 

--- 

 

12,900 

Cash Proceeds from Sale of Stock

 

--- 

 

--- 

 

12,100 

 

 

 

 

 

 

 

Net Cash Flows from Financing Activities

 

3,767 

 

5,394 

 

65,368 

 

 

 

 

 

 

 

Net Change in Cash

 

(358)

 

(90)

 

22 

 

 

 

 

 

 

 

Cash - Beginning of Period

 

380 

 

500 

 

--- 

 

 

 

 

 

 

 

Cash - End of Period

 

$

22 

 

$

410 

 

$

22 

 

 

 

 

 

 

 

Cash Paid During the Period for:

 

 

 

 

 

 

Interest

 

$

--- 

 

$

--- 

 

$

--- 

Income Taxes

 

$

--- 

 

$

--- 

 

$

--- 




8




AFH ACQUISITION X, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)


NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 -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 majority owned by AFH Holding & Advisory, LLC (the “Parent”).  The unaudited condensed 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 unaudited 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. The condensed balance sheet information as of October 31, 2013 was derived from the audited financial statements included in Form 10-K. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended October 31, 2013, 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.


In August of 2012, the Company’s majority shareholder, AFH Holding & Advisory, LLC, entered into a Letter of Intent (“LOI”) with Bone Biologics, Inc. to consummate a business combination through a share exchange, reverse merger, or other similar transaction. In August, 2013, the LOI was amended and restated, and on May 7, 2014, the LOI was again amended and restated. AFH Holding & Advisory, LLC has identified AFH Acquisition X, Inc. as the entity for the business combination.


Under the amended LOI, it is contemplated that AFH Acquisition X, Inc. (the “Company”) will enter into an Agreement and Plan of Merger, (the “Merger Agreement”), by and among (i) the Company, (ii) Bone Biologics, Inc. (“Bone”), and (iii) a merger subsidiary.  It is contemplated that Bone will merge with the merger subsidiary, with Bone as the surviving entity, in exchange for all the issued and outstanding shares of the Company’s common stock, to the stockholders of Bone. After the Merger, the Company will cease to be a shell company, as defined in the rules of the SEC, and the Company is expected to change its name to “Bone Biologics, Corp.”  The 5,000,000 outstanding shares of Common Stock of the Company prior to the Merger will be consolidated into 3,853,600 shares of Common Stock and the remaining shares will be cancelled.



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.




9




AFH ACQUISITION X, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)


NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


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.


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 Issued Accounting Standards Not Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.





10




AFH ACQUISITION X, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)


NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


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.


On August 6, 2014, as compensation for his services to the Company, Mr. Hankey received 450,000 shares of Company common stock, which were transferred to Hankey Investment Company, L.P., a company controlled by Don Hankey, by the Company’s sole shareholder.

Additionally on August 6, 2014, as compensation for his services to the Company, Mr. Bret Hankey received 150,000 shares of Company common stock, which were transferred to by the Company’s sole shareholder.


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 $69,875 at July 31, 2014.


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 5 – DUE TO PARENT


Due to parent represents cash advances from AFH Holding & Advisory LLC.  AFH Holding & Advisory LLC is the majority shareholder of the Company. There are no repayment terms.





11






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.


In August of 2012, the Company’s majority shareholder, AFH Holding & Advisory, LLC, entered into a Letter of Intent (“LOI”) with Bone Biologics, Inc. to consummate a business combination through a share exchange, reverse merger, or other similar transaction. In August, 2013, the LOI was amended and restated, and on May 7, 2014, the LOI was again amended and restated. AFH Holding & Advisory, LLC has identified AFH Acquisition X, Inc. as the entity for the business combination.


Under the amended LOI, it is contemplated that AFH Acquisition X, Inc. (the “Company”) will enter into an Agreement and Plan of Merger, (the “Merger Agreement”), by and among (i) the Company, (ii) Bone Biologics, Inc. (“Bone”), and (iii) a merger subsidiary.  It is contemplated that Bone will merge with the merger subsidiary, with Bone as the surviving entity, in exchange for all the issued and outstanding shares of the Company’s common stock, to the stockholders of Bone. After the Merger, the Company will cease to be a shell company, as defined in the rules of the SEC, and the Company is expected to change its name to “Bone Biologics, Corp.”  The 5,000,000 outstanding shares of Common Stock of the Company prior to the Merger will be consolidated into 3,853,600 shares of Common Stock and the remaining shares will be cancelled.




12






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 July 31, 2014. 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, 2014, 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, 2013 and 2012, 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 nine months ended July 31, 2014 totaling $5,070 as well as an accumulated deficit since inception amounting to $69,875 and negative working capital of $44,875.


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.





13






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 July 31, 2014. 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, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.



14






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 July 31, 2014.*

 

 

 

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



15







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 X, INC.

 

Dated: September 15, 2014

 

 

 

 

By:

/s/ Don Hankey

 

 

 

Don Hankey

 

 

 

President and Director

 

 

 

Principal Executive Officer

 

 

 

Principal Financial Officer

 

 

 

Principal Accounting Officer

 




16



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, Don Hankey, certify that:


1. I have reviewed this report on Form 10-Q of AFH Acquisition X, 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.



 

/s/ Don Hankey

 

Date: September 15, 2014

Don Hankey

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 X, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Don Hankey, 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.


 

/s/ Don Hankey

 

 

Don Hankey

Principal Executive Officer

Principal Financial Officer

September 15, 2014