Exhibit 31.2

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-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-l5(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 Financial and
 Accounting Officer

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