**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** **March
      31, 2008**





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





For
      the
      transition period from





Commission
      File No. **000-52685**





**AFH
      Holding II, Inc.**


(Name
      of
      registrant in its charter)





**Delaware**
            26-1364883(State
                or other jurisdiction of
            (I.R.S.
                employerincorporation
                or formation)
            identification
                number)





**9595
      Wilshire Blvd.**


**Suite
      900**


**Beverly
      Hills, CA 90212**


(Address
      of principal executive offices)




Issuer’s
      telephone
      number: **(310)
      300-3431**


Issuer’s
      facsimile
      number: **(310)
      300-3412**





**N/A**


(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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. (Check one):


Large
                  Accelerated filero
              Accelerated Filero
              Non-Accelerated Filero
              Smaller
                  Reporting Companyx


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x
      No o





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of May 7, 2008 **:
      1,500,000 shares of common stock** .







**Item
      1.                      Financial
      Statements.**





AFH
      HOLDING II, INC.





FINANCIAL
      STATEMENTS


(Unaudited)





March
      31,
      2008





AFH
      HOLDING II, INC.


(A
      Development Stage Enterprise)


INDEX
      TO
      INTERIM AND UNAUDITED FINANCIAL STATEMENTS


March
      31,
      2008


(Unaudited)





PageFinancial
                Statements:Balance
                Sheet
            F−1Statements
                of Operations
            F−2Statements
                of Stockholders’ Equity
            F−3Statements
                of Cash Flows
            F−4Notes
                to Financial Statements
            F-5
                - F-6







AFH
      HOLDING II, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED BALANCE SHEET


MARCH
      31,
      2008


(Unaudited)





March
                31, 2008(Unaudited)ASSETSTotal
                assets
            
            $
            –LIABILITIES
                AND STOCKHOLDERS’ EQUITYCommitment
                and contingencies
            
            $
            –Stockholders’
                equity:Preferred
                stock, $.001 par value,authorized
                20,000,000 shares, none issued
            
            
            –Common
                stock, $.001 par value,authorized
                100,000,000 shares,5,000,000
                issued and 1,500,000 outstanding
            
            
            5,000Additional
                paid in capital
            
            
            11,021Treasury
                stock, at cost (3,500,000 at $.0025)
            
            
            (8,750
            )Deficit
                accumulated during the development stage
            
            
            (7271
            )Total
                stockholders’ equity
            
            
            –Total
                liabilities and stockholders’ equity
            
            
            –$
            –




The
      accompanying notes are an integral part of these financial
      statements


F-1


AFH
      HOLDING II, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF OPERATIONS


(Unaudited)





**Income**
            
            For
                the three months ended March 31, 2008
            
            For
                the period 16-Apr-07 (Inception) through March 31, 2008Revenue
            
            $
            --
            
            $
            --Expenses
            
            $
            --
            
            $
            --General
                and Administrative
            
            $
            --
            
            $
            (7271
            )Total
                Expenses
            
            $
            --
            
            $
            (7271
            )Net
                loss per share (basic and diluted)
            
            $
            (.00
            )
            $
            (.00
            )Weighted
                average shares outstanding (basic and diluted)
            
            
            3,603,989
            
            
            4,340,385







The
      accompanying notes are an integral part of these financial
      statements




F-2


AFH
      HOLDING II, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF STOCKHOLDERS’ EQUITY


For
      the
      period from April 16, 2007 (Inception) to March 31, 2008


(Unaudited)




**Total****Common
                  Stock**Shares
              
              Amount
              
              **Additional
                  Paid-in Capital**
              
              **Treasury**
              
              **Deficit
                  accumulated****Issuance
                  of Common Stock**Balance
                  April 16, 2007
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              0
              
              
              0Shares
                  issued in Lieu of expenses paid
              
              
              5,000,000
              
              $
              5000
              
              $
              0
              
              
              
              
              $
              0
              
              $
              5,000Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7271
              )
              
              (7271
              )Contributed
                  Capital for Services
              
              
              
              
              
              
              
              
              2271
              
              
              
              
              
              
              
              
              2271Purchase
                  of Treasury shares
              
              
              (5,000,000
              )
              
              
              
              
              
              
              
              (12,500
              )
              
              
              
              
              (12500
              )Sale
                  of Treasury shares
              
              
              1,500,000
              
              
              
              
              
              8,750
              
              
              3,750
              
              
              
              
              
              12500Balance
                  at March 31, 2008
              
              
              1,500,000
              
              
              5000
              
              
              11,021
              
              
              (8,750
              )
              
              (7271
              )
              
              0




The
      accompanying notes are an integral part of these financial
      statements


F-3


AFH
      HOLDING II, INC.


(a
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF CASH FLOWS


(Unaudited)




For
                the three months ended March 31, 2008
            
            
            For
                the period
              April 16,
                2007
              (Inception)
                through
              March
                31, 2008Cash
                flows from operating activitiesNet
                Loss
            
            
            –
            
            $
            (7271
            )Shares
                issued in lieu of expenses paid
            
            
            –
            
            
            5000Contributed Capital
                For Services
            
            
            –
            
            
            2271Cash
                flows used in operating activities
            
            
            –
            
            
            –Net
                increase in cash
            
            
            –
            
            
            –Cash,
                beginning of period
            
            
            –
            
            
            –Cash,
                end of period
            
            
            –
            
            $
            –SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Cash
                paid during the period for:Interest
            
            
            –
            
            
            –Income
                taxes
            
            
            –
            
            
            –




The
      accompanying notes are an integral part of these financial
      statements




F-4


AFH
      HOLDING II, INC.


(A
      Development Stage Enterprise)


NOTES
      TO
      INTERIM AND UNAUDITED FINANCIAL STATEMENTS


March
      31,
      2008





**NOTE
      1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES**





Nature
      of Operations





AFH
      HOLDING II, INC., a development stage company (the “Company”), was incorporated
      in the State of Delaware on April 16, 2007. The Company is 100% owned by AFH
      Holding and Advisory, LLC. The financial statements presented represent only
      those transactions of AFH Holding II, 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.





General





The
      accompanying unaudited financial statements include all adjustments of a normal
      and recurring nature, which, in the opinion of Company’s management, are
      necessary to present fairly the Company’s financial position as of March 31,
      2008, the results of its operations for the three months ended March 31, 2008,
      and from the date of inception (April 16, 2007) through March 31, 2008, and
      cash
      flows from the date of inception (April 16, 2007) through March 31,
      2008.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      omitted pursuant to the rules and regulations of the Securities and Exchange
      Commission.





The
      results of operations and cash flows for the period ended March 31, 2008 are
      not
      necessarily indicative of the results to be expected for the full year’s
      operation.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





The
      accompanying financial statements are prepared in accordance with accounting
      principles generally accepted in the United States. Significant accounting
      policies follow:





New
      Accounting Pronouncements :




Management
      does not believe any recently issued, but not yet effective accounting
      pronouncements, if adopted, would have a material effect on the accompanying
      financial statements.


F-5




Loss
      per Common Share :
      Basic
      loss per share is calculated using the weighted-average number of common shares
      outstanding during each period. Diluted loss per share includes potentially
      dilutive securities such as outstanding options and warrants, using various
      methods such as the treasury stock or modified treasury stock method in the
      determination of dilutive shares outstanding during each period. The Company
      does not have any potentially dilutive instruments.





**NOTE
      3 - GOING CONCERN**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the recoverability of
      assets and the satisfaction of liabilities in the normal course of
      business.





The
      Company has had no revenue and has incurred accumulated net losses from April
      16, 2007 (inception) through the period ended March 31, 2008 of $7,271. In
      addition, the Company’s development activities since inception have been
      financially sustained through equity financing.





The
      ability of the Company 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 Company be unable to recover the value of
      its
      assets or satisfy its liabilities





**NOTE
      4 - SHAREHOLDERS’ EQUITY**





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
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.


F-6


**Item
      2. Management's Discussion and Analysis or Plan of
      Operation.**





Plan
      of Operation





The
      Company will attempt to locate and negotiate with a business entity for the
      combination of that target company with the Company. 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. As of the date of this report, 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.





The
      Company has not restricted its search for any specific kind of businesses,
      and
      it may acquire a business which is in its preliminary or development stage,
      which is already in operation, or in essentially any stage of its business
      life.
      It is impossible to predict the status of any business in which the Company
      may
      become engaged, in that such business may need to seek additional capital,
      may
      desire to have its shares publicly traded, or may seek other perceived
      advantages which the Company may offer.





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





It
      is
      anticipated that any securities issued in any such business combination would
      be
      issued in reliance upon exemption from registration under applicable federal
      and
      state securities laws. In some circumstances, however, as a negotiated element
      of its transaction, the Company may agree to register all or a part of such
      securities immediately after the transaction is consummated or at specified
      times thereafter. If such registration occurs, it will be undertaken by the
      surviving entity after the Company has entered into an agreement for a business
      combination or has consummated a business combination. The issuance of
      additional securities and their potential sale into any trading market which
      may
      develop in the Company's securities may depress the market value of the
      Company's securities in the future if such a market develops, of which there
      is
      no assurance. However, if the Company cannot effect a non-cash acquisition,
      the
      Company may have to raise funds from a private offering of its securities under
      Rule 506 of Regulation D. There is no assurance the Company would obtain any
      such equity funding.





The
      Company will participate in a business combination only after the negotiation
      and execution of appropriate agreements. Negotiations with a target company
      will
      likely focus on the percentage of the Company which the target company
      shareholders would acquire in exchange for their shareholdings.





Although
      the terms of such agreements cannot be predicted, generally such agreements
      will
      require certain representations and warranties of the parties thereto, will
      specify certain events of default, will detail the terms of closing and the
      conditions which must be satisfied by the parties prior to and after such
      closing and will include miscellaneous other terms. Any merger or acquisition
      effected by the Company can be expected to have a significant dilutive effect
      on
      the percentage of shares held by the Company's shareholders at such
      time.





Results
      of Operation





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 March 31, 2008. 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
      March
      31, 2008, the Company had no capital resources and will rely upon the issuance
      of common stock and additional capital contributions from shareholders to fund
      administrative expenses pending acquisition of an operating
      company.







Management
      anticipates seeking out a target company through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more World Wide Web sites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Management may engage in such solicitation directly
      or
      may employ one or more other entities to conduct or assist in such solicitation.
      Management and its affiliates will pay referral fees to consultants and others
      who refer target businesses for mergers into public companies in which
      management and its affiliates have an interest. Payments are made if a business
      combination occurs, and may consist of cash or a portion of the stock in the
      Company retained by management and its affiliates, or both.





The
      Company and/or shareholders will supervise the search for target companies
      as
      potential candidates for a business combination. The Company and/or shareholders
      may pay as their own expenses any costs incurred in supervising the search
      for a
      target company. The Company and/or shareholders may enter into agreements with
      other consultants to assist in locating a target company and may share stock
      received by it or cash resulting from the sale of its securities with such
      other
      consultants.





Off-balance
      sheet arrangements





The
      Company does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to investors.





**Item
      4. Controls and Procedures.**





The
      management of the Company, including the principal executive and financial
      officer, conducted an evaluation of the effectiveness of the design and
      operation of our disclosure controls and procedures as defined in Exchange
      Act
      Rule 13a-15(e) and 15d-15(e) as of March 31, 2008. Based on that evaluation,
      the
      principal executive and financial officer concluded that as of March 31, 2008,
      our disclosure controls and procedures were effective at the reasonable
      assurance level to ensure (i) that information required to be disclosed by
      us in
      the reports we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms and (ii) that information required to be disclosed in reports that we
      file
      or submit under the Exchange Act is accumulated and communicated to our
      management including our chief executive and financial officer, to allow timely
      decisions regarding required disclosure.




No
      change
      in our internal control over financial reporting (as defined in Rules 13a-15(f)
      and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
      March 31, 2008 that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.





**PART
      II - OTHER INFORMATION**





**Item
      1.                      Legal
      Proceedings.**





None.





**Item
      2.                      Unregistered
      Sales of Equity Securities and Use of Proceeds.**





None.





**Item
      3.                      Defaults
      Upon Senior Securities.**





None.





**Item
      4.                      Submission
      of Matters to a Vote of Security Holders.**





None.





**Item
      5.                      Other
      Information.**





None.





**Item
      6.                      Exhibits.**




3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                April
                16, 2007 (1)3.2
            
            By-Laws
                (1)31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302 of Sarbanes
                Oxley
                Act of 2002*31.2
            
            Certification
                of Principal Financial and Accounting Officer pursuant to Section
                302 of
                Sarbanes Oxley Act of 2002*32.1
            
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002*




*
            Filed herewith.  (1)
            Filed
                as an exhibit to the Company’s Registration Statement on Form 10-SB, as
                filed with the Securities and Exchange Commission on June 13, 2007,
                and
                incorporated herein by this
                reference.







**SIGNATURES**





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




AFH
                Holding II, Inc.
              (Registrant)Dated:
              May 15, 2008
            /s/ Amir
              F.
              HeshmatpourAmir
              F. Heshmatpour, President