Exhibit
      31.2


CERTIFICATION
      OF


CHIEF
      FINANCIAL OFFICER


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-QSB of AFH
      Holding II, Inc. (the “Company”);





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 small business issuer as of, and for, the periods present
      in this report;





4. The
      small business issuers 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-15(f)) for the small business issuer 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 small business issuer, 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 small business issuer'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 small business issuer's internal control over financing reporting that
      occurred during the small business issuer's most recent fiscal quarter (the
      small business issuer's fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      small business issuer's internal control over financial reporting;
      and





5.The
      small business
      issuer's other certifying officer(s) and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the small
      business issuer's auditors and the audit committee of the small business
      issuer'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 small business issuer'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
      small business issuer's internal control over financial
      reporting.








Dated:
      November 14, 2007





/s/
      Amir F. Heshmatpour


Amir
      F.
      Heshmatpour, President (Principal financial officer)