**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





**For
      the quarterly period ended September 30, 2007**








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





For
      the
      transition period from





Commission
      File No. 000-52682





**AFH
      Holding II, Inc.**


(Name
      of
      Small Business Issuer in its charter)





**Delaware**
            **-------------------**(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**











**No
      change**


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Copies
      to:


**AFH
      Holding II, Inc.**


**9595
      Wilshire Blvd.,  Suite 900**


**Beverly
      Hills, CA 90212**





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 [ 
 ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [X] No [   ]





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of September 30, 2007**: 5,000,000 shares of common
      stock**.





**Item
      1.                      Financial
      Statements.**


AFH
      HOLDING II, INC.





FINANCIAL
      STATEMENTS


(Unaudited)





September
      30, 2007





AFH
      HOLDINGII, INC.


(A
      Development Stage Enterprise)


INDEX
      TO
      INTERIM AND UNAUDITED FINANCIAL STATEMENTS


September
      30, 2007


(Unaudited)





PageFinancial
                Statements:Balance
                Sheet
            F−1Statements
                of Operations
            F−2Statements
                of Stockholder’s
                Equity
            F−3Statements
                of Cash Flows
            F−4Notes
                to Financial Statements
            F-5
–
F-7




















































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          of Contents*


AFH
      HOLDINGII, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED BALANCE SHEET


SEPTEMBER
      30, 2007


(Unaudited)





September
                30, 2007(Unaudited)ASSETSTotal
                assets
            
            $
            --LIABILITIES
                AND STOCKHOLDER'S EQUITYCommitment
                and contingencies
            
            $
            --Stockholder's
                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 outstanding
            
            
            5,000Additional
                paid in capital
            
            
            --Deficit
                accumulated during the development stage
            
            
            (5,000)Total
                stockholder's equity
            
            
            --Total
                liabilities and stockholder's equity
            
            
            --$
            --








The
      accompanying notes are an integral part of these financial
      statements








F-1











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          -*
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          of Contents*


AFH
      HOLDINGII, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF OPERATIONS


(Unaudited)





**Income**
            
            For
                the three months ended 30-Sep-07
            
            
            For
                the period 16-Apr-07 (Inception) through 30-Sep-07Revenue
            
            $
            --
            
            
            $
            --Expenses
            
            $
            --
            
            
            $
            --General
                and Administrative
            
            $
            --
            
            
            $
            5,000Total
                Expenses
            
            $
            --
            
            
            $
            -5,000Net
                Loss
            
            
            --
            
            
            
            -5,000Net
                loss per share (basic and diluted)
            
            $
            (.00
            )
            
            $
            (.00
            )Weighted
                average shares outstanding (basic and diluted)
            
            
            5,000,000
            
            
            
            5,000,000







The
      accompanying notes are an integral part of these financial
      statements








F-2





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          4
          -*
 *Table
          of Contents*


AFH
      HOLDINGII, INC.


(A
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY


For
      the
      period from April 16, 2007 (Inception) to September 30, 2007


(Unaudited)





**Common
                Stock**
            
            **Additional
                Paid-in Capital**
            
            
            **Deficit
                accumulated**
            
            
            **Total**Shares
            
            
            Amount**Issuance
                of Common Stock**Balance
                April 16, 2007
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Shares
                issued in Lieu of Services, April 16, 2007
            
            
            5,000,000
            
            
            $
            5,000
            
            
            $
            0
            
            
            $
            0
            
            
            $
            5,000Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (5,000
            )
            
            $
            (5,000
            )Balance September
                30, 20075,000,000
            
            
            $
            5,000
            
            
            $
            0
            
            
            $
            (5,000
            )
            
            
            0







The
      accompanying notes are an integral part of these financial
      statements








F-3


*-
          5
          -*
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          of Contents*


AFH
      HOLDINGII, INC.


(a
      Development Stage Enterprise)


INTERIM
      AND UNAUDITED STATEMENTS OF CASH FLOWS


(Unaudited)





For
                the period
              April 16,
                2007
              (Inception)
                through
              September
                30, 2007Cash
                flows from operating activitiesNet
                Loss
            
            $
            (5,000
            )Shares
                issued in lieu of Services
            
            
            5,000Cash
                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






















*-
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          -*
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          of Contents*


AFH
      HOLDINGII, INC.


(A
      Development Stage Enterprise)


NOTES
      TO
      INTERIM AND UNAUDITED FINANCIAL STATEMENTS


September
      30, 2007





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





Nature
      of Operations





AFH
      Holding II, Inc. (“the Company”) was incorporated in the State of Delaware on
      April 16, 2007 and has been inactive since inception.  The company
      intends to serve as a vehicle to effect an asset acquisition, merger, exchange
      of capital stock or other business combination with a domestic or foreign
      business. It is currently in its development stage.





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 has identified an undisclosed potential target
      company for a possible business combination.  The Company is currently
      engaged in preliminary negotiations with the target company.  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 September 30,
      2007, the results of its operations for the three months ended September 30,
      2007, and from the date of inception (April 16, 2007) through September 30,
      2007, and cash flows from the date of inception (April 16, 2007) through
      September 30, 2007.





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 of April 16, 2007
      (inception) to September 30, 2007 are not necessarily indicative of the results
      to be expected for the full year’s operation.





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





Basis
      of Presentation – Development Stage Company





The
      Company has not earned any revenue from operations. Accordingly, the Company's
      activities have been accounted for as those of a "Development Stage Enterprise"
      as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS
      7").
      Among the disclosures required by SFAS 7 are that the Company's financial
      statements be identified as those of a development stage company, and that
      the
      statements of operations, stockholders' equity and cash flows disclose activity
      since the date of the Company's inception.








F-5




*-
          7
          -*
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          of Contents*


Accounting
      Method





The
      Company's financial statements are prepared using the accrual method of
      accounting. The Company has elected a fiscal year ending on December
      31.





Basic
      Earnings (Loss) Per Share





In
      February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share. The Company
      has
      adopted the provisions of SFAS No. 128.





Basic
      net
      loss per share amounts is computed by dividing the net income by the weighted
      average number of common shares outstanding. Diluted earnings per share are
      the
      same as basic earnings per share due to the lack of dilutive items in the
      Company.





Impact
      of New Accounting Standards





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.





**NOTE
      3 - GOING CONCERN**





The
      Company’s financial statements have been presented on the basis that it is a
      going concern in the development stage, which contemplates the realization
      of
      assets and the satisfaction of liabilities in the normal course of business.
      As
      of the date of the financial statements, the Company has identified an
      undisclosed potential target company for a possible business
      combination.  The Company is currently engaged in preliminary
      negotiations with the target company.  No assurances can be given that
      the Company will be successful in locating or negotiating with any target
      company.





The
      Company’s shareholder shall fund the Company’s activities while the Company
      takes steps to locate and negotiate with a business entity through acquisition,
      or merger with, an existing company; however, there can be no assurance these
      activities will be successful.





**NOTE
      4 - SHAREHOLDER'S EQUITY**





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of September 30, 2007:





-   Common
      stock, $ 0.001 par value: 100,000,000 shares authorized;


5,000,000
      shares issued and outstanding;





-   Preferred
      stock, $ 0.001 par value: 20,000,000 shares authorized; but


not
      issued and outstanding.








F-6



















*-
          8
          -*
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          of Contents*


NOTE
      5 –
SUBSEQUENT EVENTS





On
      November 13, 2007, the Company entered into a Stock Redemption Agreement with
      Lauren Scott, its sole stockholder, pursuant to which the Company redeemed
      5,000,000 shares of the Company’s common stock, which constituted all of Ms.
      Scott’s shares of the Company’s common stock, from Ms. Scott for an aggregate
      purchase price of $12,500 (the “Stock Redemption”).  Concurrently with
      the Stock Redemption, the Company entered into a Stock Purchase Agreement with
      AFH Holding and Advisory, LLC, a Nevada limited liability company (“AFH
      Advisory”), pursuant to which AFH Advisory purchased 1,500,000 shares of the
      Company’s common stock from the Company for an aggregate purchase price of
      $12,500 (the “Stock Purchase”).





The
      foregoing Stock Purchase to this accredited investor who had superior access
      to
      all corporate and financial information were exempt from registration under
      the
      Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section
      4(2) on the basis that the transaction did not involve a public
      offering.








F-7


*-
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          -*
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          of Contents*


**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 has identified an undisclosed potential target company for a possible
      business combination.  The Company is currently engaged in preliminary
      negotiations with the target company.  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 September 30, 2007. 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.





Liquidity
      and Capital Resources





At
      September 30, 2007, 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.


*-
          10
          -*
 *Table
          of Contents*





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
      3.                      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 September 30, 2007. Based on that evaluation,
      the principal executive and financial officer concluded that as of September
      30,
      2007, 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
      September 30, 2007 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.


*-
          11
          -*
 *Table
          of Contents*


**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.*3.2
            
            By-Laws31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley
                Act
                of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley
                Act
                of 200232.1
            
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002




*
      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.








*-
          12
          -*
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          of Contents*


**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.





Dated:
      November 14, 2007


AFH
      Holding II, Inc.


(Registrant)





/s/
      Amir F. Heshmatpour


Amir
      F.
      Heshmatpour, President