EXHIBIT
31.1




Certification
of the Registrant’s Principal Executive Officer and Principal Financial
Officer





Pursuant
      to Section 302 of the Sarbanes-Oxley Act of
2002





and
      Securities and Exchange Commission Release
  34-46427





I, Amir
F. Heshmatpour, certify that:





1.    I
have reviewed this annual report on Form 10-K of AFH Holding III, Inc. for the
fiscal year ended December 31, 2008;





2.    Based
on my knowledge, this annual 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 annual
report;





3.    Based
on my knowledge, the financial statements, and other financial information
included in this annual 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 annual report;





4.    I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and I have:





(a)    designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this annual report is being prepared;





(b)    designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under my 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 annual report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this annual report based on such evaluation;





(d)    disclosed
in this annual 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.    I
have disclosed, based on my 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:
      April 15, 2009
            By:
            /s/ Amir F.
      HeshmatpourAmir
      F. Heshmatpour
              President,
      Secretary and Sole Director(Principal
      Executive Officer)
              (Principal
      Financial/Accounting Officer)