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Delaware
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42-1743430
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Large
Accelerated Filer ¨
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Accelerated
Filer
¨
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Non-accelerated
Filer ¨
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Smaller
Reporting Company x
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Fiscal Year
Ended
October 31,
2008
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Fiscal Year
Ended
October 31,
2007
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For the Cumulative
Period from
October 18, 2007
(Inception) to
October 31, 2008
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Net
Cash (Used in) Operating Activities
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$ | (24,326 | ) | $ | (10,573 | ) | $ | (34,899 | ) | |||
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Net
Cash (Used in) Investing Activities
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- | - | - | |||||||||
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Net
Cash Provided by Financing Activities
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$ | 15,304 | $ | 22,671 | $ | 37,975 | ||||||
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Net
Increase (Decrease) in Cash and Cash Equivalents
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$ | (9,022 | ) | $ | 12,098 | $ | 3,076 | |||||
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FINANCIAL
REPORTS
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AT
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OCTOBER
31, 2008
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Report
of Independent Registered Public Accounting Firm
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F-1
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Balance
Sheets at October 31, 2008 and 2007
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F-2
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Statements
of Operations for the Year Ended October 31, 2008, the Period from
Date
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of
Inception (October 18, 2007) Through October 31, 2007 and for the Period
from
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Date
of Inception (October 18, 2007) through October 31, 2008
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F-3
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Statement
of Changes in Stockholder’s Deficit for the Period
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from
Date of Inception (October 18, 2007) through October 31,
2008
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F-4
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Statements
of Cash Flows for the Year Ended October 31, 2008, the Period from
Date
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of
Inception (October 18, 2007) Through October 31, 2007 and for the Period
from
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Date
of Inception (October 18, 2007) through October 31, 2008
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F-5
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Notes
to Financial Statements
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F-6
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October
31,
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2008
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2007
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ASSETS
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Cash
and Cash Equivalents
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$ | 3,076 | $ | 12,098 | ||||
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Prepaid
Expenses
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2,083 | — | ||||||
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Total
Assets
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$ | 5,159 | $ | 12,098 | ||||
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LIABILITIES
AND STOCKHOLDER'S DEFICIT
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Liabilities
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Accrued
Expenses
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$ | 2,350 | $ | 11,250 | ||||
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Due
to Parent
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12,975 | 10,571 | ||||||
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Total
Liabilities
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15,325 | 21,821 | ||||||
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Stockholder's
Deficit
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Preferred
Stock: $.001 Par; 20,000,000 Shares Authorized,
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-0-
Issued and Outstanding
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— | — | ||||||
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Common
Stock: $.001 Par; 100,000,000 Shares
Authorized;
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5,000,000
Issued and Outstanding
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5,000 | 5,000 | ||||||
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Additional
Paid-In-Capital
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20,000 | 20,000 | ||||||
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Stock
Subscription Receivable
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— | (12,900 | ) | |||||
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Deficit
Accumulated During Development Stage
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(35,166 | ) | (21,823 | ) | ||||
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Total
Stockholder's Deficit
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(10,166 | ) | (9,723 | ) | ||||
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Total
Liabilities and Stockholder's Deficit
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$ | 5,159 | $ | 12,098 | ||||
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For the Year
Ended October
31, 2008
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Period From
Date of Inception
(October 18,
2007) through
October 31, 2007
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Period From Date
of Inception
(October 18, 2007)
through October
31, 2008
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Revenues
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$ | — | $ | — | $ | — | ||||||
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Expenses
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Consulting
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$ | 785 | $ | — | $ | 785 | ||||||
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Legal
and Professional
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11,107 | 21,250 | 32,357 | |||||||||
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Office
Expenses
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1,296 | 2 | 1,298 | |||||||||
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Organizational
Costs
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155 | 571 | 726 | |||||||||
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Total
Expenses
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$ | 13,343 | $ | 21,823 | $ | 35,166 | ||||||
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Net
Loss
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$ | (13,343 | ) | $ | (21,823 | ) | $ | (35,166 | ) | |||
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Loss
per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.04 | ) | $ | (0.01 | ) | |||
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Weighted
Average Common Shares Outstanding
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5,000,000 | 500,000 | 5,000,000 | |||||||||
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STATEMENTS
OF CHANGES IN STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM
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DATE
OF INCEPTION (OCTOBER 18, 2007) THROUGH OCTOBER 31, 2008
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Deficit
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Accumulated
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Common
Stock
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Additional
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Stock
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During
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Total
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Number
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Paid-In
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Subscription
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Development
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Stockholder's
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of
Shares
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Value
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Capital
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Receivable
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Stage
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Deficit
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Balance
- October 18, 2007
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— | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
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Common
Stock Issued for Cash
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5,000,000 | 5,000 | 20,000 | (12,900 | ) | — | 12,100 | |||||||||||||||||
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Net
Loss
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— | — | — | — | (21,823 | ) | (21,823 | ) | ||||||||||||||||
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Balance
- October 31, 2007
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5,000,000 | 5,000 | 20,000 | (12,900 | ) | (21,823 | ) | (9,723 | ) | |||||||||||||||
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Cash
Received for Stock Subscriptions
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— | — | — | 12,900 | — | 12,900 | ||||||||||||||||||
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Net
Loss
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— | — | — | — | (13,343 | ) | (13,343 | ) | ||||||||||||||||
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Balance
- October 31, 2008
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5,000,000 | $ | 5,000 | $ | 20,000 | $ | — | $ | (35,166 | ) | $ | (10,166 | ) | |||||||||||
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For the Year
Ended
October 31,
2008
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Period From
Date of
Inception
(October 18,
2007)
Through
October 31,
2007
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Period From
Date of
Inception
(October 18,
2007) Through
October 31,
2008
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Cash
Flows from Operating Activities
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Net
Loss
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$ | (13,343 | ) | $ | (21,823 | ) | $ | (35,166 | ) | |||
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Changes
in Assets and Liabilities:
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Prepaid
Expenses
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(2,083 | ) | — | (2,083 | ) | |||||||
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Accrued Expenses
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(8,900 | ) | 11,250 | 2,350 | ||||||||
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Net Cash Flows from Operating
Activities
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(24,326 | ) | (10,573 | ) | (34,899 | ) | ||||||
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Net Cash Flows from Investing
Activities
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— | — | — | |||||||||
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Cash
Flows from Financing Activities
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Cash
Advance by Parent
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2,404 | 10,571 | 12,975 | |||||||||
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Cash Proceeds from Sale of
Stock
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12,900 | 12,100 | 25,000 | |||||||||
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Net Cash Flows from Financing
Activities
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15,304 | 22,671 | 37,975 | |||||||||
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Net
Change in Cash and Cash Equivalents
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(9,022 | ) | 12,098 | 3,076 | ||||||||
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Cash and Cash Equivalents - Beginning of
Year
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12,098 | — | — | |||||||||
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Cash and Cash Equivalents - End of
Year
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$ | 3,076 | $ | 12,098 | $ | 3,076 | ||||||
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Cash
Paid During the Year for:
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Interest
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$ | — | $ | — | $ | — | ||||||
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Income Taxes
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$ | — | $ | — | $ | — | ||||||
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Note
A -
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The
Company
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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 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.
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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.
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Since
inception, the Company has been engaged in organizational
efforts.
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Note
B -
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Summary
of Significant Accounting Policies
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Method
of Accounting
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The
Company maintains its books and prepares its financial statements on the
accrual basis of accounting.
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Development
Stage
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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 Statement of Financial Accounting
Standards No. 7, “Accounting and Reporting by Development Stage
Enterprises.”
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Cash
and Cash Equivalents
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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.
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.
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-
continued -
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Note
B -
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Summary
of Significant Accounting Policies –
continued
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Loss
Per Common Share
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Loss
per common share is computed in accordance with Statement of Financial
Accounting Standards No. 128, “Earnings Per Share,” by dividing income
(loss) available to common stockholders by weighted average number of
common shares outstanding for each
period
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Use
of Estimates
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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.
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Note
C -
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Equity
Securities
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Note
D -
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Going
Concern
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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.
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Note
E –
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Due
to Parent
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Due
to parent represents cash advances from AFH Holding & Advisory
LLC. AFH Holding & Advisory LLC is related to the Company
through common ownership. There are no repayment
terms.
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Name
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Age
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Position
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Amir
F. Heshmatpour
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42
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President,
Secretary, Chief Financial Officer and Director
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Name and Position
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Year
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Other Compensation
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Amir
F. Heshmatpour, President, Secretary, Chief Financial
Officer and Director |
2008
2007
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None
None
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Name and Address
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class
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Amir
F. Heshmatpour (1)
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
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5,000,000 | (2) | 100.00 | % | ||||
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AFH
Holding & Advisory, LLC
9595
Wilshire Blvd, Suite 900
Beverly
Hills, CA 90212
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5,000,000 | 100.00 | % | |||||
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All
Officers and Directors
as a group
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5,000,000 | 100.00 | % | |||||
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(1)
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Amir
F. Heshmatpour serves as the sole officer and director of the
Company.
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(2)
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Represents
5,000,000 shares of common stock owned by AFH Holding & Advisory LLC
(“AFH Holding”). Mr. Heshmatpour is the sole member of AFH
Holding and has sole voting and investment control over the shares of
Common Stock owned of record by AFH Holding. Accordingly, he may be deemed
a beneficial owner of the 5,000,000 shares of Common Stock owned by AFH
Holding.
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(b)
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The
Company currently has not authorized any compensation plans or individual
compensation arrangements.
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Statement
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Page*
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Report
of Independent Registered Public Accounting Firm
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F-1 | |||
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Balance
Sheet
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F-2 | |||
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Statement
of Operations
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F-3 | |||
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Statement
of Changes in Stockholder’s Equity (Deficit)
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F-4 | |||
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Statement
of Cash Flows
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F-5 | |||
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Notes
to Financial Statements
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F-6 | |||
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Exhibit
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Description
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*3.1
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Certificate
of Incorporation
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*3.2
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By-laws
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31.1
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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 Annual
Report on Form 10-K for the year ended October 31, 2008
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31.2
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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-KSB for the year
ended October 31, 2008
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32.1
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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
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32.1
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Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
2002
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*
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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.
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AFH
ACQUISITION X, INC.
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Dated:
January 29, 2009
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By:
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/s/ Amir
F. Heshmatpour
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Amir
F. Heshmatpour
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President
and Director
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Principal
Executive Officer
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Principal
Financial Officer
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Title
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Date
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President,
Secretary, Chief
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January
29, 2009
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Amir
F. Heshmatpour
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Financial
Officer and Sole Director
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