Exhibit 31.1

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Amir F. Heshmatpour,
certify that:

1. I have reviewed this Form
10-Q of AFH Holding II, 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 present in this report;

4. The registrants other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-l5(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 have:

(a)          Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 the registrants internal control over financing
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and

5. The registrants other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit committee
of the 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 reasonable 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 involved management or other employees who
have a significant role in the registrants internal control over financial
reporting.

|                       |  |                                                  
|---------------------- |  | -------------------------------------------------
|Dated: August 14, 2008 |  | -s- Amir F. Heshmatpour                          
|                       |  |                                                  
|                       |  | Amir F. Heshmatpour,
 Principal Executive Officer

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