U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended March 31, 2009





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





For the
transition period from





Commission
File No. 000-52849





AFH HOLDING III,
INC.


(Name of
Small Business Issuer in its charter)





Delaware
            
            26-1365024(State
      or other jurisdiction of
            
            (I.R.S.
      employerincorporation
      or formation)
            
            identification
      number)





9595
Wilshire Blvd.


Suite
939


Beverly
Hills, CA 90212


(Address
of principal executive offices)




Issuer’s
      telephone number:
            (310) 300-3431Issuer’s
      facsimile number:
            (310)
      300-3412





N/A


(Former
name, former address and former


fiscal
year, if changed since last report)





Copies
to:


The
Sourlis Law Firm


Virginia
K. Sourlis, Esq.


The
Galleria


2 Bridge
Avenue


Red Bank,
New Jersey 07701


T: (732)
530-9007


F: (732)
530-9008


www.SourlisLaw.com





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.


x Yes  ̈ No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
  Yes o No x


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):





Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              Smaller
      reporting company
              x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


x Yes  ̈
No





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the last practicable date: As of May 7, 2009, there were 5,355,000 shares
of common stock, par value $0.001 per share, of the Registrant issued and
outstanding.









TABLE OF
CONTENTS
  PagePART
      I - FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements
                  3Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  5Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  8Item
      4T.
                  Controls
      and Procedures
                  8PART
      II - OTHER INFORMATIONItem
      1.
                  Legal
      Proceedings
                  8Item
      1A.
                  Risk
      Factors
                  8Item
      2.
                  Unregistered
      Sale of Equity Securities and Use of Proceeds
                  12Item
      3.
                  Defaults
      Upon Senior Securities
                  13Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  13Item
      5.
                  Other
      Information
                  13Item
      6.
                  Exhibits
                  13SIGNATURES
                  13
  2
  PART
I – FINANCIAL INFORMATION
 
 Item
1.     Financial Statements
 AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 FINANCIAL
      REPORTSATMARCH
      31, 2009
  3
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 TABLE
OF CONTENTS
 
 Balance
      Sheets at March 31, 2009 (Unaudited) and December 31, 2008
                              2Statement
      of Changes in Stockholders’ Equity for the Period  from Date of
      Inception (April 16, 2007) through March 31, 2009
    (Unaudited)
                              3Statements
      of Operations for the Three Months Ended March 31, 2009  and
      2008 and for the Period from Date of Inception (April 16,
      2007)   through March 31, 2009 (Unaudited)
                              4Statements
      of Cash Flows for the Three Months Ended March 31, 2009  and
      2008 and for the Period from Date of Inception (April 16,
      2007)   through March 31, 2009 (Unaudited)
                              5Notes
      to Financial Statements
                              6-8
  4
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 BALANCE
SHEETS
 
 (Unaudited)March 31,
                              
                              
                              December 31,2009
                              
                              
                              2008ASSETSDue
      from Parent
                              
                              $
                              710,000
                              
                              
                              $
                              710,000LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesAccrued
      Expenses
                              
                              $
                              3,050
                              
                              
                              $
                              1,800Due
      to Parent
                              
                              
                              1,750
                              
                              
                              
                              1,750Total
      Liabilities
                              
                              
                              4,800
                              
                              
                              
                              3,550Stockholders'
      EquityPreferred
      Stock:  $.001 Par; 20,000,000 Shares Authorized, -0- Issued
      and Outstanding
                              
                              
                              —
                              
                              
                              
                              —Common
      Stock:  $.001 Par; 100,000,000 Shares Authorized; 5,355,000
      Issued and Outstanding
                              
                              
                              5,355
                              
                              
                              
                              5,355Additional
      Paid-In-Capital
                              
                              
                              711,666
                              
                              
                              
                              711,666Deficit
      Accumulated During Development Stage
                              
                              
                              (11,821
                              )
                              
                              
                              (10,571
                              )Total
      Stockholders' Equity
                              
                              
                              705,200
                              
                              
                              
                              706,450Total
      Liabilities and Stockholders' Equity
                              
                              $
                              710,000
                              
                              
                              $
                              710,000
 
 The
accompanying notes are an integral part of these financial
statements.
  2
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
 DATE
OF INCEPTION (APRIL 16, 2007) THROUGH MARCH 31, 2009 - UNAUDITED
 
 
 DeficitAccumulatedCommon Stock
                          
                          
                          Additional
                          
                          
                          During
                          
                          
                          TotalNumber
                          
                          
                          
                          
                          
                          Paid-In
                          
                          
                          Development
                          
                          
                          Stockholders'of
      Shares
                          
                          
                          Value
                          
                          
                          Capital
                          
                          
                          Stage
                          
                          
                          EquityBalance
      - April 16, 2007
                          
                          
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —Common
      Stock Issued in Lieu of Services
                          
                          
                          5,000,000
                          
                          
                          
                          5,000
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          5,000Contributed
      Capital for Services
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          2,021
                          
                          
                          
                          —
                          
                          
                          
                          2,021Common
      Stock Issued for Cash
                          
                          
                          355,000
                          
                          
                          
                          355
                          
                          
                          
                          709,645
                          
                          
                          
                          —
                          
                          
                          
                          710,000Net
      Loss
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (10,571
                          )
                          
                          
                          (10,571
                          )Balance
      - December 31, 2008
                          
                          
                          5,355,000
                          
                          
                          
                          5,355
                          
                          
                          
                          711,666
                          
                          
                          
                          (10,571
                          )
                          
                          
                          706,450Net
      Loss
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (1,250
                          )
                          
                          
                          (1,250
                          )Balance
      - March 31, 2009
                          
                          
                          5,355,000
                          
                          
                          $
                          5,355
                          
                          
                          $
                          711,666
                          
                          
                          $
                          (11,821
                          )
                          
                          $
                          705,200
 
 The
accompanying notes are an integral part of these financial
statements.
  3
 
 AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 STATEMENTS
OF OPERATIONS - UNAUDITED
 
 Period FromDate of InceptionFor the Three Months Ended
                                  
                                  
                                  (April 16, 2007)March 31,
                                  
                                  
                                  Through2009
                                  
                                  
                                  2008
                                  
                                  
                                  March 31, 2009Revenues
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —ExpensesGeneral
      and Administrative
                                  
                                  
                                  1,250
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  11,821Total
      Expenses
                                  
                                  $
                                  1,250
                                  
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  11,821Net
      Loss
                                  
                                  $
                                  (1,250
                                  )
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  (11,821
                                  )Loss
      per Share - Basic and Diluted
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )Weighted
      Average Common Shares Outstanding
                                  
                                  
                                  5,355,000
                                  
                                  
                                  
                                  5,151,978
                                  
                                  
                                  
                                  5,199,069
 
 The
accompanying notes are an integral part of these financial
statements.
  4
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 STATEMENTS
OF CASH FLOWS - UNAUDITED
 
 Period FromDate of InceptionFor the Three Months Ended
                                      
                                      
                                      (April 16, 2007)March 31,
                                      
                                      
                                      Through2009
                                      
                                      
                                      2008
                                      
                                      
                                      March 31, 2009Cash
      Flows from Operating ActivitiesNet
      Loss
                                      
                                      $
                                      (1,250
                                      )
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      (11,821
                                      )Non
      Cash Adjustments:Common
      Stock Issued in Lieu of Services
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      5,000Contributed
      Capital for Services
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      2,021Changes
      in Assets and Liabilities:Accrued
      Expenses
                                      
                                      
                                      1,250
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      3,050Net
      Cash Flows from Operating Activities
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (1,750
                                      )Net
      Cash Flows from Investing Activities
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Cash
      Flows from Financing ActivitiesCash
      Advance by Parent
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,750Net
      Change in Cash and Cash Equivalents
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Cash
      and Cash Equivalents - Beginning of Period
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —Cash
      and Cash Equivalents - End of Period
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —SUPPLEMENTAL
      NON-CASH DISCLOSURESCommon
      Stock Proceeds Held by Parent
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      461,000
                                      
                                      
                                      $
                                      710,000Cash
      Paid During the Period for:Interest
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —Income
      Taxes
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —
 
 The
accompanying notes are an integral part of these financial
statements.
  5
 AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 NOTES
TO FINANCIAL STATEMENTS
 
 Note
      A -
              The
      Company
 AFH
      Holding III, Inc., a development stage company (the “Company”), was
      incorporated under the laws of the State of Delaware on April 16,
      2007.  The Company is majority owned by AFH Holding &
      Advisory, LLC.  The financial statements presented represent
      only those transactions of AFH Holding III, Inc.  The Company is
      looking to acquire an existing company or acquire the technology to begin
      operations.
 
 As
      a blank check company, the Company’s business is to pursue a business
      combinationthrough acquisition, or merger with, an existing company. As of
      the date of the financial statements, the Company is not conducting
      negotiations with any target business. 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.
 
 The
      condensed financial statements of AFH Holding III, Inc., (the “Company”)
      included herein have been prepared by the Company, without audit, pursuant
      to the rules and regulations of the Securities and Exchange Commission
      (the “SEC”).  Certain information and footnote disclosures
      normally included in financial statements prepared in conjunction with
      generally accepted accounting principles have been condensed or omitted
      pursuant to such rules and regulations, although the Company believes that
      the disclosures are adequate to make the information presented not
      misleading. These condensed financial statements should be read in
      conjunction with the annual audited financial statements and the notes
      thereto included in the Company’s registration statement on Form 10-K, and
      other reports filed with the SEC.
 
 The
      accompanying unaudited interim financial statements reflect all
      adjustments of a normal and recurring nature which are, in the opinion of
      management, necessary to present fairly the financial position, results of
      operations and cash flows of the Company for the interim periods
      presented.  The results of operations for these periods are not
      necessarily comparable to, or indicative of, results of any other interim
      period or for the fiscal year taken as a whole.  Certain
      information that is not required for interim financial reporting purposes
      has been omitted.
 
 Note
      B -
              Summary
      of Significant Accounting Policies
 Method
      of Accounting
 The
      Company maintains its books and prepares its financial statements on the
      accrual basis of accounting.
 .
 -
continued -
  6
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 NOTES
TO FINANCIAL STATEMENTS
 
 Note
      B -
              Summary
      of Significant Accounting Policies –
continued
 Development
      Stage
 The
      Company has operated as a development stage enterprise since its inception
      by devoting substantially all of its efforts to financial planning,
      raising capital, research and development, and developing markets for its
      services.  The Company prepares its financial statements in
      accordance with the requirements of Statement of Financial Accounting
      Standards No. 7, “Accounting and Reporting by Development Stage
      Enterprises.”
 
 Loss
      Per Common Share
 Loss
      per common share is computed in accordance with Statement of Financial
      Accounting Standards No. 128, “Earnings Per Share,” by dividing income
      (loss) available to common stockholders by weighted average number of
      common shares outstanding for each period.  Diluted earnings per
      share includes the dilutive effect of any stock options or warrants, if
      any.
 
 Use
      of Estimates
 The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period.  Actual results can differ from
      those estimates.
 
 Income
Taxes
 The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes”, using the asset and
liability approach, which requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and
liabilities.  This method utilizes enacted statutory tax rates in
effect for the year in which the temporary differences are expected to reverse
and gives immediate effect to changes in income tax rates upon
enactment.  Deferred tax assets are recognized, net of any valuation
allowance, for temporary differences and net operating loss and tax credit carry
forwards.  Deferred income tax expense represents the change in net
deferred assets and liability balances.
 
 Financial
Instruments
 The
Company’s financial instruments consist of due from majority stockholder,
accrued expenses and due to majority stockholder. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial
instruments.  The fair value of these financial instruments
approximates their carrying value, unless otherwise noted.
 -
      continued -
  7
  AFH
HOLDING III, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 (A
DELAWARE CORPORATION)
 Beverly
Hills, CA
 
 NOTES
TO FINANCIAL STATEMENTS
 
 Note
      B -
              Summary
      of Significant Accounting Policies –
continued
 Recent
Pronouncements
 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
      C -
              Equity
      Securities
 Holders
of shares of common stock shall be entitled to cast one vote for each common
share held at all stockholders’ meetings for all purposes, including the
election of directors.  The common stock does not have cumulative
voting rights.
 
 The
preferred stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time.
 
 No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
or any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
 
 Note D -
              Going
      Concern
 The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has
reportedrecurring losses from operations.  As a result, there is an
accumulated deficit of $11,821 at March 31, 2009.
 
 The
      Company’s continued existence is dependent upon its ability to raise
      capital or acquire a marketable company. The financial statements do not
      include any adjustments that might be necessary should the Company be
      unable to continue as a going
concern.
 
 Note E -
              Due from
      Parent
 Due
      from Parent represents cash advances from AFH Holding & Advisory
      LLC.  AFH Holding & Advisory LLC is the majority stockholder
      of the Company. There are no repayment
terms.
  8
  Item
2.     Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
 
 Overview
 
 AFH
Holding III, Inc. ("we", "us", "our" or the "Registrant") was incorporated in
the State of Delaware on April 16, 2007, and maintains its principal executive
offices at 9595 Wilshire Blvd., Suite 939, Beverly Hills, CA 90212. Since the
Registrant’s inception, it has been engaged in organizational efforts and
obtaining initial financing. The Registrant was formed as a vehicle to pursue a
business combination through the acquisition of, or merger with, an operating
business. The Registrant filed a registration statement on Form 10-SB with the
U.S. Securities and Exchange Commission (the "SEC") on October 5, 2007, and
since its effectiveness, the Registrant has focused its efforts to identify a
possible business combination. Since the effective date of the Registrant’s Form
10-SB, the Registrant has been a reporting company and required to file periodic
and current reports with the SEC under the Exchange Act.
 
 Plan
of Operation
 
 The
Registrant will attempt to locate and negotiate with a business entity for the
combination of that target company with the Registrant. 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
Registrant has identified an undisclosed potential target company for a possible
business combination.  The Registrant is currently engaged in
preliminary negotiations with the target company.  No assurances can
be given that the Registrant will be successful in locating or negotiating with
any target company.
 
 The
Registrant 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 Registrant
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 Registrant may offer.
  In
implementing a structure for a particular business acquisition, the Registrant
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 Registrant 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 Registrant 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 Registrant's securities may depress the market value of the
Registrant's securities in the future if such a market develops, of which there
is no assurance. However, if the Registrant cannot effect a non-cash
acquisition, the Registrant may have to raise funds from a private offering of
its securities under Rule 506 of Regulation D. There is no assurance the
Registrant would obtain any such equity funding.
 
 The
Registrant 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 Registrant 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 Registrant can be expected to have a significant dilutive effect
on the percentage of shares held by the Registrant's shareholders at such
time.
  5
 
 GOING
CONCERN
 
 In our
accountant’s report for the fiscal year ended December 31, 2008, they expressed
their doubt as to the Registrant’s ability to continue as a going
concern.  The financial statements included in this Quarterly Report
have been prepared assuming that the Registrant will continue as a going
concern, which contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business.
 
 At March
31, 2009, the Registrant had $0 cash on hand. The Registrant has had no revenue
and has incurred an accumulated deficit from April 16, 2007 (inception) through
the period ended March 31, 2009 of $11,821.  The Registrant’s
development activities since inception have been financially sustained through
equity financings and a loan from AFH Holding & Advisory, LLC, the
Registrant’s parent company and of which the Registrant’s officer and director,
Amir F. Heshmatpour, is the Management Member.
 
 The
ability of the Registrant to continue as a going concern is dependent upon its
ability to find a suitable acquisition/merger candidate, raise additional
capital from the sale of common stock, and receive additional paid-in capital
from its shareholder and, ultimately, the achievement of significant operating
revenues. The accompanying financial statements do not include any adjustments
that might be required should the Registrant be unable to recover the value of
its assets or satisfy its liabilities.
 
 Plan
of Operation
 
 The
Registrant has not realized any revenues from operations since inception, and
its plan of operation for the next twelve months is to locate a suitable
acquisition or merger candidate and consummate a business combination. The
Registrant may need additional cash advances from its stockholder or loans from
other parties to pay for operating expenses until the Registrant consummates a
merger or business combination with a privately-held operating company. Although
it is currently anticipated that the Registrant can satisfy its cash
requirements with additional cash advances or loans from other parties, if
needed, for at least the next twelve months, the Registrant can provide no
assurance that it can continue to satisfy its cash requirements for such
period.
 
 Since our
formation on April 16, 2007, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the Registrant.
  As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.
 
 Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.
 
 We expect
our present management to play no managerial role in the Registrant following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
  6
 
 Results
of Operations
 
 The
Registrant has not conducted any active operations since inception, except for
its efforts to locate a suitable acquisition or merger transaction. No revenue
has been generated by the Registrant during such period, and it is unlikely the
Registrant will have any revenues unless it is able to effect an acquisition of
or merger with another operating company, of which there can be no
assurance.
 
 For the
period ending March 31, 2009 and the period from April 16, 2007 (Inception) to
March 31, 2009, Registrant has had no activities that produced revenues from
operations.
 
 For the
quarter ended March 31, 2009, the Registrant had operating expenses of $1,250.
For the period from April 16, 2007 (Inception) to March 31, 2009, the Registrant
had operating expenses of $11,821. These expenses were due to accounting, audit
and SEC filing fees incurred in relation to the filing of the Registrant’s
Registration Statement on Form 10-SB filed on October 5, 2007 and annual and
quarterly reports filed since the effectiveness of such registration
statement.
 
 Liquidity
and Capital Resources
 
 At March
31, 2009, the Registrant had $0 in cash on hand and total assets of
$710,000.  Such assets consist of monies held by the Registrant’s
parent company, AFH Holding & Advisory, LLC, and are the net proceeds of the
sale of the Registrant’s shares of common stock in a Private Placement Offering
which commenced in February 2008. The Registrant’s current liabilities as of
March 31, 2009 totaled $4,800 which comprised of $3,050 in Accrued Expenses and
$1,750 due to AFH Holding & Advisory, LLC, the majority owner of the
Registrant, under a loan.  The loan does not have any repayment
terms.  The Company has not generated any revenues since its
inception.  In their report for the fiscal year ended December 31,
2008, the Registrant’s principal accountants expressed their doubt as to our
ability to continue as a going concern.  The ability of the Registrant
to continue as a going concern is dependent upon its ability to find a suitable
acquisition/merger candidate, raise additional capital from the sale of common
stock, and receive additional paid-in capital from its shareholder and,
ultimately, the achievement of significant operating revenues. The accompanying
financial statements do not include any adjustments that might be required
should the Registrant be unable to recover the value of its assets or satisfy
its liabilities.
 
 On April
16, 2007, the Registrant sold 5,000,000 shares of Common Stock to AFH Holding
& Advisory, LLC, which is controlled by our sole officer and director, Amir
F. Heshmatpour, for an aggregate purchase price equal to $5,000. The Registrant
sold these shares of Common Stock under the exemption from registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”)
afforded the Registrant by Section 4(2) of the Securities Act in light of the
fact that the offering did not involve a public offering of
securities.
 
 In
February 2008, the Registrant commenced a private placement (the "Offering") of
up to 350,000 shares (the "Shares") of Common Stock at a purchase price of $2.00
per Share on a “best efforts” basis with expected gross proceeds of up to
$700,000 to “accredited investors” (as defined in Rule 501 promulgated under
Regulation D under the Securities Act) pursuant to the exemption from the
registration requirements of the Securities Act afforded the Registrant Company
under Rule 506 of Regulation D under the Securities Act due to the fact that it
did not involve a public offering of securities.  From February 1,
2008 to March 12, 2008, the Registrant sold an aggregate of 230,500 Shares with
gross proceeds of $461,000. From April 8, 2008 to April 28, 2008, the Registrant
sold an aggregate of 124,500 Shares with gross proceeds of $249,000. The
Registrant increased the size of the Offering as permitted. The total amount of
Shares sold in the Offering was 355,000 with gross proceeds of $710,000. The
Registrant intends to use the net proceeds of the Offering to pursue an
acquisition of an operating company and working capital purposes. These funds
are held by the Company's parent.
  7
 
 The
following is a summary of the Registrant's cash flows from operating, investing,
and financing activities:
 
 For
the Cumulative Period from April 16, 2007 (Inception) to March 31,
2009
 
 Operating
      activities
                    
                    $
                    (1,750
                    )Investing
      activities
                    
                    $
                    0Financing
      activities
                    
                    $
                    1,750Net
      effect on cash
                    
                    $
                    0
 Off-Balance Sheet
Arrangements
 
 The
Registrant does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Registrant’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.   Quantitative and Qualitative Disclosures About Market
Risk.
 
 N/A
 
 Item
4T. Controls and Procedures.
 
 Evaluation
of Disclosure Controls and Procedures
 
 In
connection with the preparation of this quarterly report, an evaluation was
carried out by the Registrant’s management, with the participation of the
principal executive officer and the principal financial officer, of the
effectiveness of the Registrant’s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(“Exchange Act”)) as of March 31, 2009. Disclosure controls and procedures are
designed to ensure that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Commission’s rules and forms,
and that such information is accumulated and communicated to management,
including the chief executive officer and the chief financial officer, to allow
timely decisions regarding required disclosures.
 
 Based on
that evaluation, the Registrant’s management concluded, as of the end of the
period covered by this report, that the Registrant’s disclosure controls and
procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Commission’s rules and forms, and that such information was not accumulated and
communicated to management, including the principal executive officer and the
principal financial officer, to allow timely decisions regarding required
disclosures.
 
 Changes
in Internal Controls over Financial Reporting
 
 During
the quarter ended March 31, 2009, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.
 
 PART
II – OTHER INFORMATION
 
 Item
1.   Legal Proceedings.
 
 The
Registrant is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Registrant that may reasonably result
in any legal proceedings.
 
 Item
1A.  Risk Factors.
 
 An
investment in our securities is highly speculative and subject to numerous and
substantial risks. These risks include those set forth below and elsewhere in
this Form 10-Q. Readers are encouraged to review these risks carefully before
making any investment decision.
  8
 
 AN
INVESTMENT IN THE REGISTRANT IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.
  There may
be conflicts of interest between our management and our non-management
stockholders.
 
 Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management’s personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management’s own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be the future be, affiliated with may arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to take
advantage of the same opportunity, then those officers and directors that are
affiliated with both companies would abstain from voting upon the opportunity.
In the event of identical officers and directors, the officers and directors
will arbitrarily determine the Registrant that will be entitled to proceed with
the proposed transaction.
  OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.
 
 As we
have no operating history or revenue and only minimal assets, there is a risk
that we will be unable to continue as a going concern and consummate a business
combination. We have had no recent operating history nor any revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.
 
 THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.
 
 We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
 
 FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.
 
 The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
  THE
REGISTRANT HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.
 
 We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.
  9
 
 MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.
 
 While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Registrant’s affairs. Our officers have not entered
into written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.
 
 THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.
 
 Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the Registrant
acquired, covering one, two, or three years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
  THE
REGISTRANT MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.
 
 Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.
  ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.
 
 If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
 
 THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.
 
 Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.
 
 OUR BUSINESS WILL HAVE NO REVENUES
UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING
BUSINESS.
 
 We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.
  10
 
 THE
REGISTRANT INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.
 
 Our
certificate of incorporation authorizes the issuance of up to 100,000,000 shares
of Common Stock, and up to 20,000,000 shares of Preferred Stock. Any merger or
acquisition effected by us may result in the issuance of additional securities
without stockholder approval and may result in substantial dilution in the
percentage of our common stock held by our then existing stockholders. Moreover,
the common stock issued in any such merger or acquisition transaction may be
valued on an arbitrary or non-arm’s-length basis by our management, resulting in
an additional reduction in the percentage of common stock held by our then
existing stockholders. Our Board of Directors has the power to issue any or all
of such authorized but unissued shares without stockholder approval. To the
extent that additional shares of Common Stock or Preferred Stock are issued in
connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of Common Stock
might be materially adversely affected.
 
 OUR
STOCKHOLDER MAY ENGAGE IN A TRANSACTION TO CAUSE THE REGISTRANT TO REPURCHASE
ITS SHARES OF COMMON STOCK.
 
 In order
to provide an interest in the Registrant to a third party, our stockholders may
choose to cause us to sell our securities to third parties, with the proceeds of
such sale being utilized by us to repurchase shares of common stock held by our
stockholders. As a result of such transaction, our management, stockholders and
Board of Directors may change.
 
 THE
REGISTRANT HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH
OR ACQUIRE.
 
 We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.
  BECAUSE WE MAY SEEK TO COMPLETE A
BUSINESS COMBINATION THROUGH A “REVERSE MERGER”, FOLLOWING SUCH A TRANSACTION WE
MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE
FIRMS.
 
 Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.
 
 WE
CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS; OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.
 
 Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.
 
 11
  THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.
 
 There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until we complete a business combination with
an operating business and such business files a registration statement under the
Securities Act. Additionally, we have never paid dividends on our Common Stock
and do not presently intend to pay any dividends in the foreseeable future. We
anticipate that any funds available for payment of dividends will be re-invested
into the Registrant to further its business strategy.
 
 OUR
CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF UP TO 5,000,000 SHARES
OF PREFERRED STOCK WITH DESIGNATIONS, RIGHTS AND PREFERENCES DETERMINED FROM
TIME TO TIME BY ITS BOARD OF DIRECTORS WITHOUT STOCKHOLDER
APPROVAL.
 
 Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors without stockholder approval.
Accordingly, our Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting, or
other rights which could adversely affect the voting power or other rights of
the holders of the common stock. In the event of issuance, the preferred stock
could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Registrant. Although we
have no present intention to issue any shares of its authorized preferred stock,
there can be no assurance that the Registrant will not do so in the
future. If a market were to develop for our common stock, the prevailing
price of our common to stock might suppress the volume and price of our common
stock.
 
 CONTROL
BY MANAGMENT
 
 Amir F.
Heshmatpour, our sole executive officer and director, beneficially owns
approximately 93.4% of all the issued and outstanding capital stock of the
Registrant. Consequently, management has the ability to influence control of our
operations and, acting together, will have the ability to influence or control
substantially all matters submitted to stockholders for approval,
including:
  ●
                Election
      of the board of directors;
  ●
                Removal
      of any directors;
  ●
                Amendment
      of our certificate of incorporation or bylaws;
  and
  ●
                Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.
  Amir F.
Heshmatpour will control our management and affairs and other stockholders
of the Registrant possess no practical ability to remove management or effect
the operations of the business of the Registrant. Accordingly, this
concentration of ownership by itself may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a
potential acquirer from making a tender offer for the common stock.
 
 Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
 
 On April
16, 2007, the Registrant issued 5,000,000 shares of Common Stock to AFH Holding
& Advisory, LLC, which is controlled by our sole officer and director, Amir
F. Heshmatpour, for an aggregate purchase price equal to $5,000. The Registrant
sold these shares of Common Stock under the exemption from registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”)
afforded the Registrant by Section 4(2) of the Securities Act in light of the
fact that the offering did not involve a public offering of
securities.
  12
  In
February 2008, the Registrant commenced a private placement (the "Offering") of
up to 350,000 shares (the "Shares") of Common Stock at a purchase price of $2.00
per share on a “best efforts” basis with expected gross proceeds of up to
$700,000 to “accredited investors” (as defined in Rule 501 promulgated under
Regulation D under the Securities Act). From February 1, 2008 to March 12, 2008,
the Registrant sold an aggregate of 230,500 Shares with gross proceeds of
$461,000. From April 8, 2008 to April 28, 2008, the Registrant sold an aggregate
of 124,500 Shares with gross proceeds of $249,000. The Registrant increased the
size of the Offering as permitted. The total amount of Shares sold in the
Offering was 355,000 with gross proceeds of $710,000. The Registrant intends to
use the net proceeds of this offering to pursue an acquisition of a private
company and working capital purposes. The Registrant sold these shares of Common
Stock under the exemption from registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”) afforded the Registrant under Section
4(2) and Rule 506 of Regulation D under the Securities Act in light of the fact
that the offering did not involve a public offering of securities.
 
 Item
3.   Defaults Upon Senior Securities.
 
 None.
 
 Item
4.   Submission of Matters to a Vote of Security
Holders.
 
 None.
 
 Item
5.   Other Information.
 
 None.
 
 Item
6.   Exhibits.
 
 Exhibit No.
                      
                      Description31.1
                      
                      Certification
      by Amir F. Heshmatpour, the Principal Executive Officer and Principal
      Financial and Accounting Officer of AFH Holding III, Inc., pursuant to
      Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
      amended.32.1
                      
                      Certification
      by Amir F. Heshmatpour, the Principal Executive Officer and Principal
      Financial and Accounting Officer of AFH Holding III, Inc., pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002
 
 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:
May 15, 2009
 AFH
      Holding III, Inc.(Registrant)/s/
      Amir F. HeshmatpourAmir
      F. Heshmatpour
                  President,
      Secretary and Sole Director(Principal
      Executive Officer)(Principal
      Financial Officer)
  13