Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - AFH HOLDING VI, INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - AFH HOLDING VI, INC.ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - AFH HOLDING VI, INC.ex31-1.htm

 

 

 

UNITED STATES

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 September 30, 2013

 

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: 000-52938

 

AFH HOLDING VI, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 26-1365436
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

 

9595 Wilshire Blvd.

Suite 700

Beverly Hills, CA

90212
(Address of principal executive offices) (Zip Code)

 

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

 

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 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).

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 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 [  ] (Do not check if a smaller reporting company)   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).

Yes [X]  No [  ]

 

As of November 14, 2013, a total of 5,000,000 shares of the Registrant’s Common Stock, $0.001 par value, were outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
       
PART I - FINANCIAL INFORMATION    
Item 1. Financial Statements.   3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.   5
Item 3. Quantitative and Qualitative Disclosures About Market Risk.   7
Item 4. Controls and Procedures.   8
       
PART II - OTHER INFORMATION    
Item 1. Legal Proceedings.   8
Item 1A. Risk Factors.   8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   8
Item 3. Defaults Upon Senior Securities.   8
Item 4. Mine Safety Disclosures.   8
Item 5. Other Information.   8
Item 6. Exhibits.   8
SIGNATURES   9

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

AFH HOLDING VI, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Beverly Hills, CA

 
FINANCIAL REPORTS
AT
September 30, 2013

 

3
 

 

AFH HOLDING VI, INC.

(A Development Stage Company)

(A DELAWARE Corporation)

Beverly Hills, CA

 

TABLE OF CONTENTS
     
Condensed Balance Sheets at September 30, 2013 and December 31, 2012 (Unaudited)   F-1
     
Condensed Statement of Changes in Stockholder’s Deficit for the Period from Date of Inception (April 16, 2007) through September 30, 2013 (Unaudited)   F-2
     
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 and for the Period from Date of Inception (April 16, 2007) through September 30, 2013 (Unaudited)   F-3
     
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the Period from Date of Inception (April 16, 2007) through September 30, 2013 (Unaudited)   F-4
     
Notes to Condensed Financial Statements   F-5 - F-7

 

4
 

 

 

AFH HOLDING VI, INC.        
(A DEVELOPMENT STAGE COMPANY)        
(A DELAWARE CORPORATION)        
Beverly Hills, CA        
         
CONDENSED BALANCE SHEETS (UNAUDITED) 
         
   September 30, 2013   December 31, 2012 
         
ASSETS  $   $ 
           
LIABILITIES AND STOCKHOLDER’S DEFICIT          
           
Liabilities          
Accrued Expenses  $3,160   $3,060 
Due to Parent   23,928    19,848 
           
Total Liabilities   27,088    22,908 
           
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   1,271    1,271 
Deficit Accumulated During Development Stage   (33,359)   (29,179)
           
Total Stockholder’s Deficit   (27,088)   (22,908)
           
Total Liabilities and Stockholder’s Deficit  $   $ 

 

The accompanying notes are an integral part of these condensed financial statements.

 

F-1
 

 

AFH HOLDING VI, INC.                    
(A DEVELOPMENT STAGE COMPANY)                 
(A DELAWARE CORPORATION)                    
Beverly Hills, CA                    
                     
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT FOR THE PERIOD FROM 
DATE OF INCEPTION (APRIL 16, 2007) THROUGH SEPTEMBER 30, 2013 (UNAUDITED) 
                     
               Deficit     
               Accumulated     
   Common Stock   Additional   During   Total 
   Number       Paid-In   Development   Stockholder’s 
   of Shares   Value   Capital   Stage   Deficit 
                     
Balance - April 16, 2007      $   $   $   $ 
                          
Common Stock Issued in Lieu of Services   5,000,000    5,000            5,000 
                          
Contributed Capital for Services           1,271        1,271 
                          
Net Loss               (6,271)   (6,271)
                          
Balance - December 31, 2007   5,000,000    5,000    1,271    (6,271)    
                          
Net Loss               (2,750)   (2,750)
                          
Balance - December 31, 2008   5,000,000    5,000    1,271    (9,021)   (2,750)
                          
Net Loss               (3,727)   (3,727)
                          
Balance - December 31, 2009   5,000,000    5,000    1,271    (12,748)   (6,477)
                          
Net Loss for the Period               (3,613)   (3,613)
                          
Balance - December 31, 2010   5,000,000    5,000    1,271    (16,361)   (10,090)
                          
Net Loss for the Period               (6,171)   (6,171)
                          
Balance - December 31, 2011   5,000,000    5,000    1,271    (22,532)   (16,261)
                          
Net Loss for the Period               (6,647)   (6,647)
                          
Balance - December 31, 2012   5,000,000    5,000    1,271    (29,179)   (22,908)
                          
Net Loss for the Period               (4,180)   (4,180)
                          
Balance - September 30, 2013   5,000,000   $5,000   $1,271   $(33,359)  $(27,088)

 

The accompanying notes are an integral part of these condensed financial statements.

 

F-2
 

 

AFH HOLDING VI, INC.                    
(A DEVELOPMENT STAGE COMPANY)             
(A DELAWARE CORPORATION)             
Beverly Hills, CA                    
                     
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 
                     
                   Period From 
                   Date of Inception 
   For the Nine Months Ended   For the Three Months Ended    (April 16, 2007) 
   September 30,   September 30,   Through 
   2013   2012   2013   2012   September 30, 2013 
                     
Revenues  $   $   $   $   $ 
                          
Expenses                         
General and Administrative   3,830    5,237    1,100    1,060    32,144 
Interest                   15 
                          
Total Expenses  $3,830   $5,237   $1,100   $1,060   $32,159 
                          
Net Loss for the Period Before Taxes  $(3,830)  $(5,237)  $(1,100)  $(1,060)  $(32,159)
                          
Franchise Tax  $350   $350   $   $   $1,200 
                          
Net Loss for the Period After Taxes  $(4,180)  $(5,587)  $(1,100)  $(1,060)  $(33,359)
                          
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 condensed financial statements.

 

F-3
 

 

AFH HOLDING VI, INC.            
(A DEVELOPMENT STAGE COMPANY)            
(A DELAWARE CORPORATION)            
Beverly Hills, CA            
             
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) 
             
           Period From 
           Date of Inception 
   For the Nine Months Ended   (April 16, 2007) 
   September 30,   Through 
   2013   2012   September 30, 2013 
             
Cash Flows from Operating Activities               
                
Net Loss  $(4,180)  $(5,587)  $(33,359)
                
Non Cash Adjustments:               
Common Stock Issued in Lieu of Services           5,000 
Contributed Capital for Services           1,271 
                
Changes in Assets and Liabilities:               
Accrued Expenses   100    (584)   3,160 
                
Net Cash Flows from Operating Activities   (4,080)   (6,171)   (23,928)
                
Net Cash Flows from Investing Activities            
                
Cash Flows from Financing Activities               
Cash Advance by Parent   4,080    6,171    23,928 
                
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  $   $   $ 
Franchise Tax  $   $   $ 

 

The accompanying notes are an integral part of these condensed financial statements.

 

F-4
 

 

AFH HOLDING VI, INC.

(A Development Stage Company)

(A DELAWARE Corporation)

Beverly Hills, CA

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     
Note A - The Company
     
    AFH Holding VI, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on April 16, 2007. The Company is 100% owned by AFH Holding & Advisory, LLC (the “Parent”). The financial statements presented represent only those transactions of AFH Holding VI, 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 Holding VI, 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 December 31, 2012 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 December 31, 2012, and other reports filed with the SEC.
     
    The accompanying unaudited condensed 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.
     
    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.
     
    - continued -

 

F-5
 

 

AFH HOLDING VI, INC.

(A Development Stage Company)

(A DELAWARE Corporation)

Beverly Hills, CA

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     
Note B - Summary of Significant Accounting Policies – continued
     
    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. The calculations of diluted net loss per share gives effect to common stock equivalents, however, potential common shares are excluded if their effect is anti-dilutive.
     
    Use of Estimates
     
    The preparation of financial statements in conformity with U.S. 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.
     
    Income Taxes
     
    The Company accounts for income taxes in accordance with FASB ASC 740 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 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.

 

F-6
 

 

AFH HOLDING VI, INC.

(A Development Stage Company)

(A DELAWARE Corporation)

Beverly Hills, CA

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     
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 $33,359 at September 30, 2013.
     
    The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
     
Note E - Due to Parent
     
    Due to parent represents cash advances from AFH Holding & Advisory LLC. AFH Holding & Advisory LLC is related to the Company through common ownership. There are no repayment terms.

 

F-7
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following management’s discussion and analysis should be read in conjunction with the Company’s historical condensed consolidated financial statements. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “intend,” “anticipate,” “target,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this quarterly report. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this quarterly report.

 

Overview

 

AFH Holding VI, Inc. (“AFH Holding VI, Inc.,” “we,” “us,” “our,” “the Registrant,” “the Company” and “our Company”) was incorporated in the State of Delaware on April 16, 2007 and maintains its principal executive offices at 9595 Wilshire Blvd., Suite 700, Beverly Hills, California, 90212. Since the Registrant’s inception, it has been engaged in organizational efforts and obtaining initial financing. The Registrant was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Registrant filed a registration statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on October 5, 2007, and since its effectiveness, the Registrant has focused its efforts to identify a possible business combination. Since the effective date of the Registrant’s Form 10-SB, the Registrant has been a reporting company and required to file periodic and current reports with the SEC under the Exchange Act.

 

Plan of Operation

 

The Registrant will attempt to locate and negotiate with a business entity in order to create the business combination of that target company with the Registrant. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the “business combination”). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Registrant will be successful in locating or negotiating with any target company.

 

The Registrant 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, is already in operation, or is in essentially any stage of its business life. It is impossible to predict the status of any business in which the Registrant 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 Registrant may offer.

 

5
 

 

In implementing a structure for a particular business acquisition, the Registrant may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

The Registrant has not realized any revenues from operations since inception, and its plan of operation for the next twelve months is to locate a suitable acquisition or merger candidate and consummate a business combination. The Registrant may need additional cash advances from its stockholder or loans from other parties to pay for operating expenses until the Registrant consummates a merger or business combination with a privately-held operating company. Although it is currently anticipated that the Registrant can satisfy its cash requirements with additional cash advances or loans from other parties, if needed, for at least the next twelve months, the Registrant can provide no assurance that it can continue to satisfy its cash requirements for such period.

 

Since our formation on April 16, 2007, our purpose has been to effect a business combination with an operating business which we believe has significant growth potential. We are currently considered to be a “blank check” company in as much as we have no specific business plans, operations, revenues, or employees. We currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of the Company’s securities.

 

As a result of our limited resources, we expect to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

 

Our officers and directors are only required to devote a very limited portion of their time to our affairs on a part-time or as-needed basis. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

 

We expect our present management to play no managerial role in the Company following a merger or business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Registrant 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 Registrant 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 Registrant’s securities, may depress the market value of the Registrant’s securities in the future if such a market develops, of which there is no assurance. However, if the Registrant cannot effect a non-cash acquisition, the Registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Registrant would obtain any such equity funding.

 

The Registrant 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 Registrant 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 Registrant can be expected to have a significant dilutive effect on the percentage of shares held by the Registrant’s shareholders at such time.

 

6
 

 

Going Concern

 

In our accountant’s report for the fiscal year ended December 31, 2012, they expressed their doubt as to the Registrant’s ability to continue as a going concern. The financial statements included in this Quarterly Report have been prepared assuming that the Registrant will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

 

At September 30, 2013, the Registrant had $0 cash on hand. The Registrant has had no revenue and has incurred an accumulated deficit from April 16, 2007 (Inception) through the period ended September 30, 2013 of $33,359. The Registrant’s development activities since inception have been financially sustained through equity financings and a loan from AFH Holding & Advisory, LLC, the Registrant’s parent company and of which the Registrant’s officer and director, Amir F. Heshmatpour, is the Management Member.

 

The ability of the Registrant to continue as a going concern is dependent upon its ability to find a suitable acquisition/merger candidate, raise additional capital from the sale of common stock, and receive additional paid-in capital from its shareholder and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Registrant be unable to recover the value of its assets or satisfy its liabilities.

 

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 April 16, 2007 (inception) to September 30, 2013. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or a merger with an operating company, which there can be no assurance.

 

Expenses incurred since inception are primarily due to legal, accounting, taxes and other professional service fees.

 

Liquidity and Capital Resources

 

At September 30, 2013, 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 and 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 our audited financial statements as of and for the years ended December 31, 2012 and 2011, 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 September 30, 2013 totaling $4,180 as well as an accumulated deficit since inception amounting to $33,359 and negative working capital of $27,088.

 

Off-Balance Sheet Arrangements

 

Our Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Registrant’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.

 

This information has been omitted as the Company qualifies as a smaller reporting company.

 

7
 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2013, the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of September 30, 2013, 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 and Accounting Officer, as appropriate to allow timely decisions regarding disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2013 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We may from time to time become subject to various claims and legal actions during the ordinary course of our business. We are not party to any legal proceedings at the date of filing of this Quarterly Report on Form 10-Q. 

 

Item 1A. Risk Factors.

 

This information has been omitted as the Company qualifies as a smaller reporting company.

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits.

 

The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

 

8
 

 

SIGNATURES

 

Pursuant to the requirements the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AFH HOLDING VI, INC.
  (Registrant)
   
Date: November 14, 2013 /s/ Amir F. Heshmatpour
Amir F. Heshmatpour
  President, Secretary and Sole Director
 

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

 

9
 

 

INDEX TO EXHIBITS

 

Exhibit Number   Description
31.1*   Certification of Principal Executive Officer and Principal Financial and Accounting Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
     
32.1*   Certification of Principal Executive Officer and Principal Financial and Accounting Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350
     
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

 

*These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, and are not to be incorporated by reference into any filing of AFH Holding VI, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
   
 **

In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

10