UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-K

x[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2011~~2012

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

For the transition period from ______ to ______

Commission File No. 000-52849

AFH Holding III, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-1365024
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9595 Wilshire Blvd.

Suite 700

Beverly Hills, CA 90212

(Address of principal executive offices)

Issuer’s telephone number:

(310) 492-9898

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ [ ] No x[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ [ ] No x[X]

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x[X] 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).

o [X] Yes x [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ [ ]

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 o[ ] Accelerated Filer o[ ] Non-accelerated filer o[ ] Smaller reporting company x[X]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

There has never been a market for any of our securities.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of April 12 2, ~~2012~~2013, there were 5,355,000 shares of common stock, par value $0.001 per share, of the Registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

TABLE OF CONTENTS

ITEM		~~PAGE NO.~~	PAGE NO.
PART I		3	3
Item 1.	Business.	3	5
Item 1A.	Risk Factors.	5	5
Item 1B.	Unresolved Staff Comments.	5	5
Item 2.	Properties.	5	5
Item 3.	Legal Proceedings.	5	5
Item 4.	Mine Safety Disclosures.	5	5
PART II		6	6
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	6	6
Item 6.	Selected Financial Data.	7	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7	7
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk.	8	8
Item 8.	Financial Statements and Supplementary Data.	8	9
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	9	11
Item 9A(T).	Controls and Procedures.	9	11
Item 9B.	Other Information.	10	12
PART III		10
Item 10.	Directors, Executive Officers and Corporate Governance.	10	12
Item 11.	Executive Compensation.	11	13
Item 12.	Security Ownership and Certain Beneficial Owners And Management’s and Related Stockholder Matters.	12	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	13	15
Item 14.	Principal Accountant Fees and Services.	13	15
PART IV		14
Item 15.	Exhibits and Financial Statement Schedules.	14	16
SIGNATURES		15	17

PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of The Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

ITEM 1. BUSINESS

(a) Business Development

AFH Holding III, Inc. (the “Registrant”) was incorporated on April 16, 2007 in the State of Delaware for the purpose of conducting a public distribution of securities (the Proposed Distribution) and then effecting a merger, acquisition or other business combination transaction (Business Combination) with an unidentified privately-held company (a Target). 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.

On October 5, 2007, the Registrant voluntarily filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form 10-SB therein registering the Registrant’s common stock, par value $0.001 per share, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Form 10-SB went effective by operation of law 60 days after the filing date, and since such date, the Registrant has been a reporting company and required to file periodic and current reports with the SEC under the Exchange Act.

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 this offering to pursue an acquisition of a private company and working capital purposes.

(b) Business of Issuer

The Registrant, based on proposed business activities, is a “blank check” company as defined in Rule 419(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The SEC defines those companies as “any development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person and that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Registrant intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Registrant was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Registrant’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Registrant will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities has and will be undertaken by or under the supervision of the officers and directors of the Registrant. The Registrant has considered potential acquisition transactions with several companies, but as of this date has not entered into any definitive agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:

	(a)	Potential for growth, indicated by new technology, anticipated market expansion or new products;

	(b)	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

	(c)	Strength and diversity of management, either in place or scheduled for recruitment;

	(d)	Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

	(e)	The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced; (g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(gh) ~~The~~Other ~~accessibility~~relevant ~~of required management expertise, personnel, raw materials, services, professional assistance and other required items; and~~factors.

~~(h)~~In ~~Other~~applying ~~relevant~~the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

InFORM ~~applying~~OF the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.ACQUISITION

~~FORM~~The OFmanner ~~ACQUISITION~~in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

~~The~~It ~~manner~~is inlikely ~~which~~that the Registrant ~~participates~~will consummate a transaction through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances, the criteria for determining whether or not an ~~opportunity~~acquisition ~~will~~is ~~depend~~a ~~upon~~so-called “tax free” reorganization under Section 368(a)(1) of the ~~nature~~Internal Revenue Code of 1986, as amended (the ~~opportunity~~“Code”), depends upon whether the ~~respective~~owners ~~needs~~of ~~and~~the ~~desires~~acquired business own 80% or more of the ~~Registrant~~voting ~~and~~stock of the ~~promoters~~surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the ~~opportunity~~Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the ~~Registrant~~parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such ~~promoters~~reorganization.

ItThe ispresent ~~likely~~stockholders ~~that~~of the Registrant will ~~consummate~~likely not ahave ~~transaction~~control ~~through the issuance~~ of ~~common~~a ~~stock~~majority ~~or other securities~~ of the ~~Registrant.~~voting ~~Although~~shares ~~the terms~~ of ~~any such transaction cannot be predicted, it should be noted that in certain circumstances,~~ the ~~criteria~~Registrant ~~for~~following ~~determining whether or not an acquisition is~~ a ~~so-called “tax free”~~ reorganization ~~under~~transaction. ~~Section~~As ~~368(a)(1)~~part of ~~the~~such ~~Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If~~ a transaction ~~were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code~~, all ~~prior stockholders would in such circumstances retain 20%~~ or ~~less~~a ofmajority ~~the total issued and outstanding shares~~ of the ~~surviving~~Registrant’s ~~entity.~~directors ~~Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders~~ may ~~retain~~resign ~~substantially less than 20% of the total issued~~ and ~~outstanding~~new ~~shares~~directors ofmay ~~the~~be ~~surviving~~appointed ~~entity.~~without ~~This~~any ~~could~~vote by ~~result in substantial additional dilution to the equity of those who were~~ stockholders ~~of the Registrant prior to such reorganization~~.

The present stockholders of the Registrant will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant’s directors may resign and new directors may be appointed without any vote by stockholders.4

2In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Registrant, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

InIt ~~the~~is ~~case~~anticipated ofthat ~~an acquisition,~~ the ~~transaction~~investigation ~~may~~of bespecific business ~~accomplished~~opportunities ~~upon~~and the ~~sole~~negotiation, ~~determination~~drafting ofand ~~management~~execution ~~without~~of ~~any~~relevant ~~vote~~agreements, ordisclosure ~~approval~~documents byand ~~stockholders.~~other Ininstruments will ~~the~~require ~~case~~substantial ofmanagement atime ~~statutory~~and ~~merger~~attention orand ~~consolidation~~substantial ~~directly~~cost ~~involving~~for ~~the Registrant~~accountants, itattorneys ~~will~~and ~~likely~~others. beIf ~~necessary~~a todecision is ~~call~~made anot ~~stockholders’~~to ~~meeting~~participate ~~and~~in ~~obtain~~a ~~the~~specific ~~approval~~business ofopportunity, the ~~holders~~costs oftheretofore aincurred ~~majority~~in of the ~~outstanding~~related ~~shares.~~investigation ~~The~~would not ~~necessity~~be torecoverable. ~~obtain~~Furthermore, ~~such~~even ~~stockholder~~if ~~approval~~an ~~may~~agreement ~~result~~is inreached ~~delay~~for ~~and~~the ~~additional~~participation ~~expense~~ in ~~the~~a ~~consummation~~specific ofbusiness ~~any~~opportunity, ~~proposed~~the failure ~~transaction and will also give rise~~ to ~~certain~~consummate ~~appraisal~~that ~~rights~~transaction tomay ~~dissenting~~result ~~stockholders.~~in ~~Most~~the ~~likely,~~loss ~~management will seek~~ to ~~structure~~the ~~any~~Registrant ~~such~~of ~~transaction~~the sorelated ascosts ~~not to require stockholder approval~~incurred.

ItWe ispresently ~~anticipated~~have ~~that~~no ~~the~~employees. ~~investigation~~Our ofofficers ~~specific business opportunities~~ and ~~the~~directors contribute ~~negotiation,~~their ~~drafting~~services ~~and~~to ~~execution~~the ofRegistrant ~~relevant agreements, disclosure documents~~ and ~~other~~are ~~instruments~~engaged ~~will~~in ~~require~~outside ~~substantial~~business ~~management~~activities ~~time~~ and ~~attention~~anticipate ~~and~~that ~~substantial~~they ~~cost~~will ~~for~~devote to ~~accountants,~~our ~~attorneys~~business ~~and~~only ~~others.~~several Ifhours aper ~~decision~~week isuntil ~~made~~the ~~not~~acquisition toof ~~participate in~~ a ~~specific~~successful business opportunity, ~~the~~has ~~costs~~been ~~theretofore incurred in the related investigation would not be recoverable~~consummated. ~~Furthermore,~~We expect ~~even~~no ifsignificant anchanges ~~agreement is reached for the participation~~ in ~~a specific business opportunity,~~ the ~~failure~~number toof ~~consummate~~our ~~that~~employees ~~transaction~~other ~~may~~than ~~result~~such inchanges, ~~the~~if ~~loss~~any, incident to ~~the~~a ~~Registrant~~business ~~of the related costs incurred~~combination.

We(c) Reports ~~presently have no employees. Our officers and directors contribute their services~~ to ~~the~~security Registrant and are engaged in outside business activities and anticipate that they will devote to our business only several hours per week until the acquisition of a successful business opportunity has been consummatedholders. ~~We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.~~

(c1) ~~Reports~~The toRegistrant ~~security~~files ~~holders~~reports with the SEC. The Registrant is a reporting company and complies with the requirements of the Exchange Act.

12) The Registrant ~~files~~delivers ~~reports~~annual ~~with the SEC. The Registrant is a reporting company~~ and ~~complies~~quarterly ~~with~~reports ~~the~~to ~~requirements~~it ofsecurity ~~the Exchange Act~~holders.

23) The ~~Registrant~~public ~~delivers~~may ~~annual~~read and ~~quarterly~~copy any materials the Registrant files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, toproxy itand ~~security~~information ~~holders~~statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

3) The public may read and copy any materials the Registrant files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.Employees

~~Employees~~The Registrant currently has no employees.

~~The~~ITEM ~~Registrant~~1A. ~~currently~~RISK ~~has no employees.~~FACTORS

~~ITEM~~As ~~1A.~~a ~~RISK~~smaller ~~FACTORS~~reporting company we are not required to provide risk factors.

AsITEM a1B. ~~smaller~~UNRESOLVED ~~reporting~~STAFF ~~company we are not required to provide risk factors.~~COMMENTS

~~ITEM 1B~~None. ~~UNRESOLVED STAFF COMMENTS~~

~~None~~ITEM 2. PROPERTIES

~~ITEM~~The 2Registrant neither rents nor owns any properties. ~~PROPERTIES~~ The Registrant currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

~~The~~ITEM ~~Registrant neither rents nor owns any properties~~3. ~~The~~LEGAL Registrant currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.PROCEEDINGS

~~ITEM~~The ~~3. LEGAL~~Registrant ~~PROCEEDINGS~~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.

~~The~~ITEM ~~Registrant~~4. isMINE ~~not~~SAFETY ~~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.~~DISCLOSURES

~~ITEM~~Not 4Applicable. ~~MINE SAFETY DISCLOSURES~~

~~None.~~5

3PART II

~~ITEM~~General ~~5. MARKET~~Common ~~FOR~~or ~~COMMON~~Preferred ~~EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Stock.

~~General~~The Registrant is authorized by its Certificate of Incorporation to issue an aggregate of 120,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $.001 per share (the “Common orStock”) and 20,000,000 are shares of preferred stock, par value $.001 per share (the “Preferred Stock”). As of the date of filing this Form 10-K, 5,355,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding.

The Registrant is authorized by its Certificate of Incorporation to issue an aggregate of 120,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $.001 per share (the "Common Stock") and 20,000,000 are shares of preferred stock, par value $.001 per share (the "Preferred Stock"). As of the date of filing this Form 10-K, 5,355,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding.

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Registrant. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

~~All~~Preferred ~~outstanding shares of Common~~ Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Registrant. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

Our Certificate of Incorporation authorizes the issuance of Preferred Stock with designations, rights and preferences determined from time to time by our 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.

~~Market~~The Registrant’s common stock is not trading on any stock exchange. The Registrant is not aware of any market activity in its stock since its inception through the date of this filing.

~~The~~Dividend ~~Registrant’s common stock is not trading on any stock exchange. The Registrant is not aware of any market activity in its stock since its inception through the date of this filing.~~Policy

~~Dividend~~All ~~Policy~~stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

~~All~~The ~~stockholders~~Registrant ~~are~~has ~~entitled~~not todeclared ~~share~~or ~~equally~~paid inany cash dividends, on ifits ~~any,~~common asstock ~~may~~and bedoes ~~declared~~not ~~from~~intend ~~time~~ to ~~time~~declare byor pay any cash dividend in the ~~Board~~foreseeable offuture. ~~Directors~~The ~~out~~payment of ~~funds~~dividends, if ~~legally~~any, ~~available.~~is Inwithin the ~~event~~discretion of ~~liquidation,~~ the ~~holders~~Board of ~~Common~~Directors ~~Stock~~and ~~are~~will ~~entitled~~depend toon ~~share~~the ~~ratably~~Registrant’s inearnings, ~~all~~if ~~assets~~any, ~~remaining~~its ~~after~~capital requirements ~~payment~~and offinancial ~~all~~condition ~~liabilities.~~and ~~The~~such ~~stockholders~~other dofactors ~~not~~as ~~have~~the ~~cumulative~~Board orof ~~preemptive~~Directors ~~rights~~may consider.

~~The~~Securities ~~Registrant~~authorized ~~has~~for ~~not~~issuance ~~declared~~under orequity ~~paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future~~compensation plans. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Registrant’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

~~Securities authorized for issuance under equity compensation plans~~None.

~~None~~Holders

~~Holders~~As of the date of this filing, there are 72 holders of the Registrant’s Common Stock.

AsSales of ~~the~~Unregistered ~~date of this filing, there are 72 holders of the Registrant’s Common Stock.~~Securities

~~Sales~~There were no unregistered sales of ~~Unregistered~~equity ~~Securities~~securities during the year ended December 31, 2012.

~~There~~Issuer ~~were~~purchases ~~no unregistered sales~~ of equity securities ~~during the year ended December 31, 2011~~.

~~Issuer purchases of equity securities~~None.

~~None.~~6

4ITEM 6. SELECTED FINANCIAL DATA

~~ITEM~~Not 6applicable. ~~SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~applicable~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Overview

~~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 700, 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.

~~AFH~~Results ~~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 700, 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.Operations

~~Results~~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 ~~Operations~~or merger with another operating company, of which there can be no assurance.

~~The~~For ~~Registrant~~the ~~has~~year ~~not~~ending ~~conducted~~December ~~any~~31, ~~active~~2012 ~~operations~~and ~~since~~the ~~inception,~~period from ~~except~~April ~~for~~16, ~~its~~2007 ~~efforts~~(Inception) to ~~locate~~December a31, ~~suitable~~2012, ~~acquisition or merger transaction. No revenue has been generated by~~ the Registrant ~~during~~has ~~such~~had ~~period,~~no ~~and~~activities itthat isproduced ~~unlikely the Registrant will have any~~ revenues ~~unless~~from ~~it is able to effect an acquisition of or merger with another operating company, of which there can be no assurance~~operations.

For the years ending December 31, 2012 and 2011, the Registrant had a net loss of $8,966 and $9,634, respectively. For the period from April 16, 2007 (Inception) to December 31, ~~2011~~2012, the Registrant had a net loss of $47,791, comprised mostly of legal, accounting, audit, franchise taxes and other professional service fees incurred in relation to the filing of the Registrant’s ~~has~~Registration ~~had~~Statement noon ~~activities~~Form ~~that~~10-SB ~~produced~~filed ~~revenues~~on ~~from~~July ~~operations~~7, 2006 and annual and quarterly reports filed since the effectiveness of such registration statement.

For the years ending December 31, ~~2011~~2012 and ~~2010~~2011, the Registrant had aoperating ~~net~~expenses ~~loss~~ of $96,~~634~~466 and $95,~~467~~921, respectively. For the period from April 16, 2007 (Inception) to December 31, ~~2011~~2012, the Registrant had aoperating ~~net~~expenses ~~loss~~ of $3847,~~825,~~791. ~~comprised~~These ~~mostly~~expenses ofwere ~~legal,~~due to accounting, audit and ~~other~~SEC ~~professional~~filing ~~service~~ fees incurred in relation to the filing of the Registrant’s Registration Statement on Form 10-SB filed on ~~July~~October 75, ~~2006~~2007 and annual and quarterly reports filed since the effectiveness of such registration statement.

~~For~~Liquidity ~~the year ending December 31, 2011~~ and ~~2010,~~Capital the Registrant had operating expenses of $9,634 and $9,467, respectively. For the period from April 16, 2007 (Inception) to December 31, 2011, the Registrant had operating expenses of $38,825. 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.Resources

~~Liquidity~~At December 31, 2012, the Registrant had cash on hand of $0 and ~~Capital~~total ~~Resources~~assets equal to $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 December 31, 2012 totaled $40,770 which comprised of Accrued Expenses and amounts 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, 2012 the Registrant’s auditors 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.

At December 31, 2011, the Registrant had cash on hand of $0 and total assets equal to $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 December 31, 2011 totaled $31,804 which comprised of Accrued Expenses and amounts 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, 2011 the Registrant’s auditors 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.7

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.

OnIn ~~April~~February 162008, ~~2007,~~ the Registrant ~~sold~~commenced 5a private placement (the “Offering”) of up to 350,000~~,000~~ shares (the “Shares”) of Common Stock toat ~~AFH~~a ~~Holding~~purchase &price ~~Advisory,~~of ~~LLC,~~$2.00 per ~~which~~share ison ~~controlled~~a by“best ~~our~~efforts” ~~sole~~basis ~~officer~~with ~~and~~expected ~~director,~~gross ~~Amir~~proceeds F.of ~~Heshmatpour~~up to $700,000 ~~for~~to an“accredited ~~aggregate~~investors” (as ~~purchase~~defined ~~price~~in ~~equal~~Rule to501 ~~$5,000.~~promulgated ~~The~~under ~~Registrant~~Regulation ~~sold~~D ~~these~~under ~~shares~~the ofSecurities ~~Common~~Act) ~~Stock~~pursuant ~~under~~to the exemption from ~~registration~~the registration requirements of the Securities Act afforded the Registrant Company under Rule 506 of ~~1933,~~Regulation asD ~~amended~~under (the “Securities Act”) ~~afforded~~due to the fact that it did not involve a public offering of securities. From February 1, 2008 to March 12, 2008, the Registrant bysold an ~~Section~~aggregate ~~4(2)~~of 230,500 Shares with gross proceeds of $461,000. From April 8, 2008 to April 28, 2008, the ~~Securities~~Registrant ~~Act~~sold inan ~~light~~aggregate of 124,500 Shares with gross proceeds of $249,000. The Registrant increased the ~~fact~~size ~~that~~of the ~~offering~~Offering ~~did~~as ~~not~~permitted. ~~involve~~The atotal ~~public~~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 ~~securities~~an operating company and working capital purposes. These funds are held by the Company’s parent.

InThe ~~February~~following ~~2008,~~is ~~the Registrant commenced~~ a ~~private~~summary ~~placement (the "Offering")~~ of ~~up to 350,000 shares (~~the ~~"Shares")~~Registrant’s ofcash 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 flows 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 1operating, ~~2008 to March 12~~investing, 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 an operating company and ~~working~~financing ~~capital purposes. These funds are held by the Company's parent.~~activities:

~~The~~For ~~following is a summary of~~ the ~~Registrant's~~Cumulative ~~cash~~Period ~~flows~~ from April ~~operating~~16, ~~investing,~~2007 ~~and~~(Inception) ~~financing~~to ~~activities:~~December 31, 2012

For the Cumulative Period from April 16, 2007 (Inception) to December 31, 2011

Operating activities	$	(37,710	)
Investing activities	$	0
Financing activities	$	37,710
Net effect on cash	$	0

Operating activities	$	(22,170)
Investing activities	$	0
Financing activities	$	22,170
Net effect on cash	$	0

Off-Balance Sheet Arrangements

~~Off~~The Registrant does not have any off-~~Balance~~balance ~~Sheet~~sheet ~~Arrangements~~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.

~~The~~ITEM ~~Registrant~~7A. ~~does~~QUANTITATIVE ~~not~~AND ~~have~~QUALITATIVE ~~any~~DISCLOSURES ~~off-balance~~ABOUT ~~sheet~~MARKET 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.RISK

~~ITEM~~Not 7Aapplicable. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not applicable.~~8

ITEM 8. FINANCIAL STATEMENTS

6AFH HOLDING III, INC.

~~AFH~~(A DEVELOPMENT ~~HOLDING~~STAGE ~~III, INC.~~COMPANY)

(A DELAWARE ~~DEVELOPMENT STAGE COMPANY~~CORPORATION)

(ABeverly Hills, ~~DELAWARE CORPORATION)~~CA

~~Beverly~~FINANCIAL ~~Hills~~REPORTS AT DECEMBER 31, CA2012

~~FINANCIAL REPORTS AT DECEMBER 31, 2011~~9

AFH HOLDING III, INC.

(A Development ~~DEVELOPMENT~~Stage ~~STAGE COMPANY~~Company)

(A DELAWARE ~~CORPORATION~~Corporation)

Beverly Hills, CA

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	1	F-1
Balance Sheets at December 31, 2011 and 2010	2
Balance Sheets at December 31, 2012 and 2011		F-2
Statements of Changes in Stockholders’ Deficit for the Period from Date of Inception (April 16, 2007) through December 31, 2011	3
Statements of Changes in Stockholders’ Deficit for the Period from Date of Inception (April 16, 2007) through December 31, 2012		F-3
Statements of Operations for the Years Ended December 31, 2011 and 2010, and for the Period from Date of Inception (April 16, 2007) through December 31, 2011	4
Statements of Operations for the Years Ended December 31, 2012 and 2011, and for the Period from Date of Inception (April 16, 2007) through December 31, 2012		F-4
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010, and for the Period from Date of Inception (April 16, 2007) through December 31, 2011	5
Statements of Cash Flows for the Years Ended December 31, 2012 and 2011, and for the Period from Date of Inception (April 16, 2007) through December 31, 2012		F-5
Notes to Financial Statements	~~6-8~~	F-6

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~10

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED PUBLIC ~~Directors~~ACCOUNTING ~~and~~FIRM

~~Stockholders~~To the Board of Directors and Stockholders of AFH Holding III, Inc.

~~9595~~We ~~Wilshire~~have ~~Blvd~~audited the accompanying balance sheets of AFH Holding III, Inc. as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholder’s deficit, and cash flows for each of the years in the two-year period ended December 31, 2012 and for the period since inception (April 16, 2007) through December 31, 2012. AFH Holding III, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Suite~~We ~~700~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Beverly~~In ~~Hills~~our opinion, CAthe ~~90212~~financial statements referred to above present fairly, in all material respects, the financial position of AFH Holding III, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012 and for the period since inception (April 16, 2007) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

WeThe ~~have audited the~~ accompanying ~~balance~~financial ~~sheets~~statements have ofbeen ~~AFH~~prepared ~~Holding~~assuming ~~III,~~that ~~Inc. as of December 31, 2011 and 2010, and~~ the ~~related~~Company ~~statements~~will ~~of operations,~~continue ~~stockholders’~~as ~~equity,~~a ~~and~~going ~~cash~~concern. ~~flows~~As ~~for~~discussed ~~each~~in ofNote ~~the~~D ~~years~~to in the ~~two-year~~financial ~~period ended December 31~~statements, the ~~2011~~Company’s ~~and~~significant ~~for~~operating ~~the~~losses ~~period~~raise ~~since~~substantial ~~inception~~doubt ~~(April~~about ~~16,~~its ~~2007)~~ability ~~through~~to ~~December~~continue ~~31,~~as ~~2011.~~a ~~AFH~~going ~~Holding III, Inc~~concern.'s ~~management is responsible for these~~ The financial statements. ~~Our~~do ~~responsibility~~not isinclude toany ~~express~~adjustments anthat ~~opinion~~might onresult ~~these~~from ~~financial~~the ~~statements~~outcome ~~based~~of onthis ~~our audits~~uncertainty.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’/s/ ~~internal~~EFP ~~control over financial reporting. Accordingly~~Rotenberg, weLLP ~~express~~EFP ~~no such opinion. An audit also includes examining~~Rotenberg, onLLP ~~a test basis~~Rochester, ~~evidence~~New ~~supporting~~York ~~the~~April ~~amounts and disclosures in the financial statements~~2, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.2013

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AFH Holding III, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the twoF-year period ended December 31, 2011 and for the period since inception (April 16, 2007) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.1

~~The~~AFH HOLDING ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements~~III, ~~the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern~~INC. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/~~(A DEVELOPMENT ~~EFP~~STAGE ~~Rotenberg, LLP~~COMPANY)

~~EFP~~(A DELAWARE ~~Rotenberg, LLP~~CORPORATION)

~~Rochester~~Beverly Hills, ~~New York~~CA

~~April~~BALANCE SHEETS 12AT DECEMBER 31, 2012 AND 2011

AFH HOLDING III, INC.
December 31,	2012			2011
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
BALANCE SHEETS AT DECEMBER 31, 2011 AND 2010
December 31,	2011			2010
ASSETS
Due from Parent	$	710,000		$	710,000
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accrued Expenses	$	93,~~634~~060		$	19,~~544~~634
Due to Parent		2237,~~170~~710			2022,~~626~~170
Total Liabilities		3140,~~804~~770			2231,~~170~~804
Stockholders' Equity
Stockholders’ Equity
Preferred Stock: $.001 Par; 20,000,000 Shares Authorized,
Preferred Stock: $.001 Par; 20,000,000 Shares Authorized, -0- Issued and Outstanding		—			—
-0- Issued and Outstanding		—			—
Common Stock: $.001 Par; 100,000,000 Shares Authorized; 5,355,000 Issued and Outstanding		5,355			5,355
Common Stock: $.001 Par; 100,000,000 Shares Authorized;
5,355,000 Issued and Outstanding		5,355			5,355
Additional Paid-In-Capital		711,666			711,666
Deficit Accumulated During Development Stage		(3847,~~825~~791	)		(2938,~~191~~825	)
Total Stockholders' Equity		678,196			687,830
Total Stockholders’ Equity		669,230			678,196
Total Liabilities and Stockholders' Equity	$	710,000		$	710,000
Total Liabilities and Stockholders’ Equity	$	710,000		$	710,000

The accompanying notes are an integral part of these financial statements.

F-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 DECEMBER 31, 2011
							Deficit
							Accumulated
	Common Stock				Additional		During			Total
	Number				Paid-In		Development			Stockholders'
	of Shares		Value		Capital		Stage			Equity
Balance - April 16, 2007		—	$	—	$	—	$	—		$	—
Common Stock Issued in Lieu of Services		5,000,000		5,000		—		—			5,000
Contributed Capital for Services		—		—		2,021		—			2,021
Net Loss		—		—		—		(7,021	)		(7,021	)
Balance - December 31, 2007		5,000,000		5,000		2,021		(7,021	)		—
Common Stock Issued for Cash		355,000		355		709,645		—			710,000
Net Loss		—		—		—		(3,550	)		(3,550	)
Balance - December 31, 2008		5,355,000		5,355		711,666		(10,571	)		706,450
Net Loss		—		—		—		(9,153	)		(9,153	)
Balance - December 31, 2009		5,355,000		5,355		711,666		(19,724	)		697,297
Net Loss for the Period		—		—		—		(9,467	)		(9,467	)
Balance - December 31, 2010		5,355,000		5,355		711,666		(29,191	)		687,830
Net Loss for the Period		—		—		—		(9,634	)		(9,634	)
Balance - December 31, 2011		5,355,000	$	5,355	$	711,666	$	(38,825	)	$	678,196

AFH HOLDING III, INC.

~~The~~(A DEVELOPMENT ~~accompanying~~STAGE ~~notes are an integral part of these financial statements.~~COMPANY)

~~F-3~~(A DELAWARE CORPORATION)

AFH HOLDING III, INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Beverly Hills, CA
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010,
AND FOR THE PERIOD FROM DATE OF INCEPTION (APRIL 16, 2007) THROUGH DECEMBER 31, 2011
							Period From
							Date of Inception
	For the Years Ended						(April 16, 2007)
	December 31,						Through
	2011			2010			December 31, 2011
Revenues	$	—		$	—		$	—
Expenses
General and Administrative		5,921			3,782			25,412
Interest		—			85			100
Total Expenses		5,921			3,867			25,512
Net Loss for the Period Before Taxes		(5,921	)		(3,867	)		(25,512	)
Franchise Tax		3,713			5,600			13,313
Net Loss for the Period After Taxes	$	(9,634	)	$	(9,467	)	$	(38,825	)
Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		5,355,000			5,355,000			5,290,127

Beverly Hills, CA

~~The~~STATEMENTS OF ~~accompanying~~CHANGES ~~notes~~IN ~~are~~STOCKHOLDERS’ anEQUITY ~~integral~~FOR ~~part~~THE ofPERIOD ~~these financial statements.~~FROM

~~F-4~~DATE OF INCEPTION (APRIL 16, 2007) THROUGH DECEMBER 31, 2012

AFH HOLDING III, INC.
										Deficit
(A DEVELOPMENT STAGE COMPANY)
										Accumulated
(A DELAWARE CORPORATION)
	Common Stock						Additional			During			Total
Beverly Hills, CA
	Number						Paid-In			Development			Stockholders’
STATEMENTS OF CASH FLOWS FROM THE YEARS ENDED DECEMBER 31, 2011 AND 2010,
	of Shares			Value			Capital			Stage			Equity
AND FOR THE PERIOD FROM DATE OF INCEPTION (APRIL 16, 2007) THROUGH DECEMBER 31, 2011
Balance - April 16, 2007		—		$	—		$	—		$	—		$	—
							Period From
Common Stock Issued in Lieu of Services		5,000,000			5,000			—			—			5,000
							Date of Inception
Contributed Capital for Services		—			—			2,021			—			2,021
	For the Years Ended						(April 16, 2007)
Net Loss		—			—			—			(7,021	)		(7,021	)
	December 31,						Through
Balance - December 31, 2007		5,000,000			5,000			2,021			(7,021	)		—
	2011			2010			December 31, 2011
Common Stock Issued for Cash		355,000			355			709,645			—			710,000
Cash Flows from Operating Activities
Net Loss		—			—			—			(3,550	)		(3,550	)
Net Loss	$	(9,634	)	$	(9,467	)	$	(38,825	)
Balance - December 31, 2008		5,355,000			5,355			711,666			(10,571	)		706,450
Non Cash Adjustments:
Net Loss		—			—			—			(9,153	)		(9,153	)
Common Stock Issued in Lieu of Services		—			—			5,000
Balance - December 31, 2009		5,355,000			5,355			711,666			(19,724	)		697,297
Contributed Capital for Services		—			—			2,021
Net Loss for the Period		—			—			—			(9,467	)		(9,467	)
Changes in Assets and Liabilities:
Balance - December 31, 2010		5,355,000			5,355			711,666			(29,191	)		687,830
Accrued Expenses		8,090			(9,409	)		9,634
Net Loss for the Period		—			—			—			(9,634	)		(9,634	)
Net Cash Flows from Operating Activities		(1,544	)		(18,876	)		(22,170	)
Balance - December 31, 2011		5,355,000			5,355			711,666			(38,825	)		678,196
Net Cash Flows from Investing Activities		—			—			—
Net Loss for the Period		—			—			—			(8,966	)		(8,966	)
Cash Flows from Financing Activities
Balance - December 31, 2012		5,355,000		$	5,355		$	711,666		$	(47,791	)	$	669,230
Cash Advance by Parent		1,544			18,876			22,170
Net Change in Cash and Cash Equivalents		—			—			—
Cash and Cash Equivalents - Beginning of Period		—			—			—
Cash and Cash Equivalents - End of Period	$	—		$	—		$	—
SUPPLEMENTAL NON-CASH DISCLOSURES
Common Stock Proceeds Held by Parent	$	—		$	—		$	710,000
Cash Paid During the Period for:
Interest	$	—		$	—		$	—
Franchise Tax	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-53

AFH HOLDING III, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

Beverly Hills, CA

~~NOTES~~STATEMENTS OF TOOPERATIONS ~~FINANCIAL~~FOR ~~STATEMENTS~~THE YEARS ENDED DECEMBER 31, 2012 AND 2011,

~~Note~~AND FOR ATHE -PERIOD ~~The~~FROM ~~Company~~DATE OF INCEPTION (APRIL 16, 2007) THROUGH DECEMBER 31, 2012

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 93.4% owned by AFH Holding & Advisory, LLC (the “Parent”). 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.

Period From

Date of Inception

For the Years Ended

(April 16, 2007)

December 31,

Through

2012

2011

December 31, 2012

Revenues

—

Expenses

General and Administrative

6,466

5,921

31,878

Interest

—

100

Total Expenses

6,466

5,921

31,978

Net Loss for the Period Before Taxes

(6,466

)

(5,921

)

(31,978

)

Franchise Tax

2,500

3,713

15,813

Net Loss for the Period After Taxes

(8,966

)

(9,634

)

(47,791

)

Loss per Share - Basic and Diluted

(0.00

)

(0.00

)

(0.01

)

Weighted Average Common Shares Outstanding

5,355,000

5,301,504

AsThe aaccompanying ~~blank~~notes ~~check~~are ~~company, the Company’s business is to pursue a business combinationthrough acquisition, or merger with,~~ an ~~existing~~integral ~~company.~~part As of ~~the date of the~~ these 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.~~F-4

~~Note~~AFH HOLDING BIII, -INC. ~~Summary of Significant Accounting Policies~~

~~Method~~(A DEVELOPMENT ofSTAGE ~~Accounting~~COMPANY)

~~The~~(A DELAWARE ~~Company maintains its books and prepares its financial statements on the accrual basis of accounting.~~CORPORATION)

~~Development~~Beverly Hills, ~~Stage~~CA

~~The~~STATEMENTS OF ~~Company~~CASH ~~has~~FLOWS ~~operated~~FROM asTHE aYEARS ~~development~~ENDED ~~stage~~DECEMBER ~~enterprise since its inception by devoting substantially all of its efforts to financial planning~~31, ~~raising~~2012 ~~capital,~~AND ~~research and development~~2011, ~~and developing markets for its services. The Company prepares its financial statements in accordance with the requirements of FASB ASC 915.~~

~~Cash~~AND FOR ~~and~~THE ~~Cash~~PERIOD ~~Equivalents~~FROM DATE OF INCEPTION (APRIL 16, 2007) THROUGH DECEMBER 31, 2012

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

Period From

Date of Inception

For the Years Ended

(April 16, 2007)

December 31,

Through

2012

2011

December 31, 2012

Cash Flows from Operating Activities

Net Loss

(8,966

)

(9,634

)

(47,791

)

Non Cash Adjustments:

Common Stock Issued in Lieu of Services

—

5,000

Contributed Capital for Services

—

2,021

Changes in Assets and Liabilities:

Accrued Expenses

(6,574

)

8,090

3,060

Net Cash Flows from Operating Activities

(15,540

)

(1,544

)

(37,710

)

Net Cash Flows from Investing Activities

—

Cash Flows from Financing Activities

Cash Advance by Parent

15,540

1,544

37,710

Net Change in Cash and Cash Equivalents

—

Cash and Cash Equivalents - Beginning of Period

—

Cash and Cash Equivalents - End of Period

—

SUPPLEMENTAL NON-CASH DISCLOSURES

Common Stock Proceeds Held by Parent

—

710,000

Cash Paid During the Period for:

Interest

—

Franchise Tax

—

~~Loss~~The ~~Per~~accompanying ~~Common~~notes ~~Share~~are an integral part of these financial statements.

~~Loss per common share is computed in accordance with FASB ASC 260~~F-10 by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period. The calculation of diluted net loss per share gives effect to common stock equivalents, however, potential common shares are excluded if their effect is anti-dilutive.5

~~Use~~AFH HOLDING ofIII, ~~Estimates~~INC.

~~The~~(A Development ~~preparation~~Stage of financial statements in conformity with U.S. 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.Company)

~~Income~~(A DELAWARE ~~Taxes~~Corporation)

~~The Company accounts for income taxes in accordance with FASB ASC 740~~Beverly Hills, 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.CA

~~Financial~~NOTES TO ~~Instruments~~FINANCIAL STATEMENTS

The Company’s financial instruments consist of cash and due to parent. 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.

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 93.4% owned by AFH Holding & Advisory, LLC (the “Parent”). 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 combination through 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.

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.

	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 FASB ASC 915.

	Cash and Cash Equivalents

	Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

	Loss Per Common Share

	Loss per common share is computed in accordance with FASB ASC 260-10 by dividing income (loss) available to common stockholders by weighted average number of common shares outstanding for each period. The calculation of diluted net loss per share gives effect to common stock equivalents, however, potential common shares are excluded if their effect is anti-dilutive.

	Use of Estimates

	The preparation of financial statements in conformity with U.S. 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.

~~Recent Pronouncements~~F-6

~~The~~AFH HOLDING ~~Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations~~III, ~~financial position, or cash flow~~INC.

~~F-6~~(A Development Stage Company)

~~AFH~~(A DELAWARE ~~HOLDING III, INC.~~Corporation)

(ABeverly Hills, ~~DEVELOPMENT STAGE COMPANY)~~CA

(ANOTES TO ~~DELAWARE~~FINANCIAL ~~CORPORATION)~~STATEMENTS

Beverly Hills, CA

	Income Taxes

	The Company accounts for income taxes in accordance with FASB ASC 740, 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 cash and due to parent. 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.

	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 stockholder’s 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.

~~NOTES TO FINANCIAL STATEMENTS~~F-7

~~Note~~AFH HOLDING CIII, ~~- Equity Securities~~INC.

~~Holders~~(A Development ofStage shares of common stock shall be entitled to cast one vote for each common share held at all stockholder’s meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights.Company)

~~The~~(A DELAWARE 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.Corporation)

~~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~~Beverly Hills, ~~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.~~CA

~~Note~~NOTES TO DFINANCIAL ~~- Going Concern~~STATEMENTS

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 $38,825 at December 31, 2011.

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 reported recurring losses from operations. As a result, there is an accumulated deficit of $47,791 at December 31, 2012.

	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 to Parent

	Due to parent represents cash advances from AFH Holding & Advisory LLC. AFH Holding & Advisory LLC is related to the Company through common ownership. There are no repayment terms.

Note F -	Stock Transactions and Due from Parent

	In February 2008, the Company commenced a private placement (the “Offering”) of up to 350,0000 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 of 1933, amended (the “Securities Act”)) pursuant to Rule 506 of Regulation D under the Securities Act.

~~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~~ F- ~~Due to Parent~~8

~~Due to parent represents cash advances from~~ AFH HOLDING ~~Holding~~III, ~~& Advisory LLC~~INC. ~~AFH Holding & Advisory LLC is related to the Company through common ownership. There are no repayment terms.~~

~~Note~~(A Development FStage ~~- Stock Transactions and Due from Parent~~Company)

~~In February 2008, the Company commenced a private placement~~ (~~the~~A DELAWARE ~~“Offering”~~Corporation) of up to 350,0000 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 of 1933, amended (the “Securities Act”)) pursuant to Rule 506 of Regulation D under the Securities Act.

-Beverly Hills, ~~continued -~~CA

~~F-7~~NOTES TO FINANCIAL STATEMENTS

~~AFH~~Note ~~HOLDING~~F ~~III~~- Stock Transactions and Due from Parent– continued From February 1, ~~INC~~2008 to March 12, 2008 the Company sold an aggregate of 230,500 Shares with gross proceeds of $461,000. From April 8, 2008 to April 28, 2008 the Company sold an aggregate of 124,500 Shares with gross proceeds of $249,000. The total amount of Shares sold in the Offering was 355,000 with gross proceeds of $710,000. These funds are held by the Company’s parent.

~~(A DEVELOPMENT STAGE COMPANY)~~F-9

(AITEM ~~DELAWARE~~9. ~~CORPORATION)~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Beverly~~There ~~Hills~~are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, CApractices or financial statement disclosure.

~~NOTES~~ITEM TO9A. ~~FINANCIAL~~CONTROLS ~~STATEMENTS~~AND PROCEDURES

~~Note~~Evaluation Fof ~~- Stock~~Disclosure ~~Transactions~~Controls and ~~Due from Parent– continued~~Procedures

~~From~~The ~~February~~Company’s 1,management ~~2008~~is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ~~March~~ensure ~~12,~~that ~~2008~~information required to be disclosed by the Company ~~sold~~in anthe ~~aggregate~~reports ofthat ~~230,500~~the ~~Shares~~Company ~~with~~files ~~gross~~or ~~proceeds~~submits under ofthe ~~$461,000.~~Exchange ~~From~~Act ~~April~~is 8recorded, ~~2008~~processed, tosummarized ~~April~~and 28reported, ~~2008~~within the ~~Company~~time ~~sold~~periods anspecified ~~aggregate~~in ofthe ~~124,500~~Commission’s rules ~~Shares~~and ~~with~~forms. ~~gross~~Disclosure ~~proceeds~~controls ofand ~~$249~~procedures include,~~000.~~ ~~The~~without ~~total~~limitation, ~~amount~~controls ofand ~~Shares~~procedures ~~sold~~designed to ensure that information required to be disclosed by an issuer in the ~~Offering~~reports ~~was~~that ~~355,000~~it ~~with~~files ~~gross~~or ~~proceeds~~submits ofunder ~~$710,000.~~the ~~These~~Exchange ~~funds~~Act ~~are~~is ~~held~~accumulated and bycommunicated to the ~~Company~~issuer’s ~~parent~~management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

FIn accordance with Exchange Act Rules 13a-815 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s President, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

~~ITEM~~Management’s ~~9. CHANGES~~Report INon ~~AND~~Internal ~~DISAGREEMENTS~~Control ~~WITH~~over Financial ~~ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Reporting

~~There~~The ~~are~~management ~~not~~of AFH Holding III, Inc. is responsible for establishing and ~~have~~maintaining ~~not~~adequate ~~been~~internal ~~any~~control ~~disagreements~~over ~~between~~financial ~~the~~reporting, ~~Company~~as ~~and~~such ~~its~~term ~~accountants~~is ondefined ~~any~~in ~~matter~~Rules 13a-15(f) of ~~accounting~~the ~~principles~~Securities Exchange Act of 1934, ~~practices~~as oramended. Internal control over financial ~~statement~~reporting ~~disclosure~~is a process designed 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. These internal controls include policies and procedures that:

~~ITEM~~● ~~9A. CONTROLS~~Pertain ~~AND~~to ~~PROCEDURES~~the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

~~Evaluation~~● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Disclosure~~financial ~~Controls~~statements in accordance with generally accepted accounting principles; ● Provide reasonable assurance that receipts and ~~Procedures~~expenditures are being made only in accordance with the authorization of our management and directors; and

~~The~~● ~~Company’s~~Provide ~~management~~reasonable isassurance ~~responsible~~that ~~for~~unauthorized ~~establishing~~acquisition, ~~and~~use ~~maintaining~~or adisposition ~~system~~ of ~~disclosure~~company ~~controls~~assets ~~and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)~~ that iswould ~~designed~~have toa ~~ensure~~material ~~that~~impact ~~information~~on ~~required~~financial tostatements bewill disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be ~~disclosed~~prevented ~~by an issuer in the reports that it files~~ or ~~submits~~detected ~~under~~on ~~the~~a Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely ~~decisions regarding required disclosure~~basis.

InBecause ~~accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation~~ of ~~the~~its ~~Company’s~~inherent ~~management~~limitations, ~~including~~internal ~~the~~control over ~~Company’s~~financial ~~President,~~reporting ~~Principal~~is ~~Financial~~not ~~Officer~~intended ~~and~~to ~~Secretary,~~provide ofabsolute ~~the~~assurance ~~effectiveness~~that ofa ~~the~~misstatement ~~design and operation~~ of ~~the~~our ~~Company’s~~financial ~~disclosure~~statements ~~controls~~would and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s sole officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be prevented ~~disclosed in the Company’s reports filed~~ or ~~submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms~~detected.

Management’s ~~Report~~conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that internal control over ~~Financial~~financial ~~Reporting~~reporting was effective as of December 31, 2012.

~~The~~This ~~management~~annual ofreport ~~AFH~~does ~~Holding~~not ~~III,~~include ~~Inc.~~an isattestation ~~responsible~~report of ~~for~~our ~~establishing~~registered ~~and~~public ~~maintaining~~accounting ~~adequate~~firm regarding internal control over financial reporting,. asManagement’s ~~such~~report ~~term~~on isinternal ~~defined in Rules 13a-15(f) of the Securities Exchange Act of 1934, as amended. Internal~~ control over financial reporting iswas anot ~~process~~subject ~~designed~~ to ~~provide~~attestation ~~reasonable~~by ~~assurance~~our ~~regarding~~independent ~~the~~registered ~~reliability~~public ~~of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted~~ accounting ~~principles.~~firm ~~These~~because ~~internal~~we ~~controls~~are ~~include~~a ~~policies~~smaller reporting ~~and procedures that:~~company.

~~· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;~~11

·Changes ~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance~~Internal ~~with~~Controls ~~generally~~over ~~accepted~~Financial ~~accounting principles;~~Reporting

·There ~~Provide~~have ~~reasonable~~been ~~assurance~~no ~~that~~significant ~~receipts~~changes ~~and~~to ~~expenditures~~the ~~are~~Company’s internal ~~being~~controls ~~made~~over ~~only~~financial inreporting ~~accordance~~that ~~with~~occurred ~~the~~during ~~authorization~~our last fiscal quarter of the year ended December 31, 2012, that materially affected, or were reasonably likely to materially affect, our ~~management~~internal ~~and~~controls ~~directors;~~over ~~and~~financial reporting.

·ITEM ~~Provide~~9B. ~~reasonable~~OTHER ~~assurance that unauthorized acquisition, use or disposition of company assets that would have a material impact on financial statements will be prevented or detected on a timely basis.~~INFORMATION

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detectedNone.

~~Management~~PART conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that internal control over financial reporting was effective as of December 31, 2011.III

~~This~~ITEM ~~annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~10. ~~Management's~~DIRECTORS, ~~report~~EXECUTIVE onOFFICERS ~~internal~~AND ~~control~~CORPORATE ~~over financial reporting was not subject to attestation by our independent registered public accounting firm because we are a smaller reporting company.~~GOVERNANCE

7Identification of Directors, Executive Officers, Promoters, and Control Persons for the fiscal year ended December 31, 2012:

Changes in Internal Controls over Financial Reporting

Name

Age

Position

Amir F. Heshmatpour

President, Secretary and Sole Director

(Principal Executive Officer)

(Principal Financial/Accounting Officer)

~~There~~The ~~have been no significant changes to the Company~~Registrant’s ~~internal~~officers ~~controls~~and ~~over~~directors ~~financial~~are ~~reporting~~elected ~~that~~annually for ~~occurred~~a ~~during~~one ~~our~~year ~~last~~term ~~fiscal~~or ~~quarter~~until oftheir ~~the~~respective ~~year~~successors ~~ended~~are ~~December~~duly ~~31,~~elected ~~2011,~~and ~~that~~qualified ~~materially affected,~~ or ~~were~~until ~~reasonably~~their ~~likely~~earlier toresignation ~~materially~~or ~~affect, our internal controls over financial reporting~~removal.

~~ITEM~~Business ~~9B. OTHER INFORMATION~~Experience

~~None~~The following is a brief account of the education and business experience of the current director and executive officer during at least the past five years, indicating the person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

~~PART~~Amir Farrokh Heshmatpour has served as the Company’s President, Secretary and director since inception. Mr. Heshmatpour has been the Managing Director of AFH Holding and Advisory LLC from July 2003 to the present. Prior to that, he took some time off. From 1996 through January 2002, Mr. Heshmatpour served as Chairman and Chief Executive Officer of Metrophone Telecommunications, Inc. Mr. Heshmatpour has a background in venture capital, mergers and acquisitions, investing and corporate finance. Mr. Heshmatpour was the recipient of the Businessman of the Year award in 2003 at the National Republican Congressional Committee. From September 2007 until January 2011, Mr. Heshmatpour served as President, Secretary, CFO and director of AFH Acquisition III, Inc. which completed a merger with Targeted Medical Pharma, Inc. in January 2011. From September 2007 until April 2011, Mr. Heshmatpour served as President, Secretary, CFO and director of AFH Acquisition IV, Inc. which completed a merger with Emmaus Medical, Inc in April 2011. Mr. Heshmatpour continues to serve as a director and the corporation changed its name to Emmaus Life Sciences, Inc. Mr. Heshmatpour currently serves as sole officer and director of AFH Acquisition V, Inc., AFH Acquisition VI, Inc., and AFH Acquisition VII, Inc., AFH Acquisition VIII, Inc, AFH Acquisition IX, Inc., AFH Acquisition, X, Inc., and AFH Acquisition XI, Inc., all of which are publicly reporting, non-trading, blank check shell companies. Since October 10, 2007 Mr. Heshmatpour has served as President, Secretary and a member of the board of directors of AFH Holding I, Inc. and AFH Holding II, Inc. Since inception, Mr. Heshmatpour has served as President, Secretary and sole director of AFH Holding IV, Inc., AFH Holding V, Inc., AFH Holding VI, Inc. and AFH Holding VII, Inc. Mr. Heshmatpour attended Pennsylvania State University from 1985 to 1988, and in 2010 he completed the UCLA Anderson Director Education & Certification Program.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~12

~~Identification~~Significant ofEmployees. ~~Directors, Executive Officers, Promoters, and Control Persons for the fiscal year ended December 31, 2011:~~None

Name		Age		Position
Amir F. Heshmatpour		45		President, Secretary and Sole Director (Principal Executive Officer) (Principal Financial/Accounting Officer)

Family Relationships. None

~~The~~Involvement ~~Registrant's~~in ~~officers~~Certain ~~and~~Legal ~~directors~~Proceedings. ~~are~~There have ~~elected~~been ~~annually~~no ~~for~~events aunder ~~one~~any ~~year~~bankruptcy ~~term~~act, no criminal proceedings and no judgments, injunctions, orders or ~~until~~decrees ~~their~~material to ~~respective~~the ~~successors~~evaluation ~~are~~of ~~duly~~the ~~elected~~ability and ~~qualified~~integrity orof ~~until~~any ~~their~~director, ~~earlier~~executive ~~resignation~~officer, promoter or ~~removal~~control person of Registrant during the past five years.

~~Business~~Nominating ~~Experience~~Committee. We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

~~The~~Audit ~~following~~Committee. isThe aBoard ~~brief~~of ~~account~~Directors ofacts as the ~~education~~audit ~~and~~committee. ~~business~~The ~~experience~~Registrant ofdoes ~~the~~not ~~current~~have ~~director~~a ~~and~~qualified ~~executive~~financial ~~officer~~expert ~~during~~ at ~~least~~this ~~the~~time ~~past~~because ~~five~~it ~~years,~~has ~~indicating~~not ~~the~~been ~~person's~~able ~~principal~~to ~~occupation~~hire a ~~during~~qualified ~~the~~candidate. ~~period~~Further, ~~and~~ the ~~name~~Registrant ~~and~~believes ~~principal~~that ~~business~~it ofhas ~~the~~inadequate ~~organization~~financial byresources ~~which~~at hethis ~~was~~time ~~employed~~to hire such an expert. The Registrant intends to continue to search for a qualified individual for hire.

~~Amir~~COMPLIANCE ~~Farrokh~~WITH ~~Heshmatpour~~SECTION has served as the Company’s President, Secretary and director since inception. Mr. Heshmatpour has been the Managing Director of AFH Holding and Advisory LLC from July 2003 to the present. Prior to that, he took some time off. From 1996 through January 2002, Mr. Heshmatpour served as Chairman and Chief Executive Officer of Metrophone Telecommunications, Inc. Mr. Heshmatpour has 16(a) ~~background~~OF inTHE ~~venture~~SECURITIES ~~capital,~~EXCHANGE ACT ~~mergers~~OF and acquisitions, investing and corporate finance. Mr. Heshmatpour was the recipient of the Businessman of the Year award in 2003 at the National Republican Congressional Committee. From September 2007 until January 2011, Mr. Heshmatpour served as President, Secretary, CFO and director of AFH Acquisition III, Inc. which completed a merger with Targeted Medical Pharma, Inc. in January 2011. From September 2007 until April 2011, Mr. Heshmatpour served as President, Secretary, CFO and director of AFH Acquisition IV, Inc. which completed a merger with Emmaus Medical, Inc in April 2011. Mr. Heshmatpour continues to serve as a director and the corporation changed its name to Emmaus Life Sciences, Inc. Mr. Heshmatpour currently serves as sole officer and director of AFH Acquisition V, Inc., AFH Acquisition VI, Inc., and AFH Acquisition VII, Inc., AFH Acquisition VIII, Inc, AFH Acquisition IX, Inc., AFH Acquisition, X, Inc., and AFH Acquisition XI, Inc., all of which are publicly reporting, non-trading, blank check shell companies. Since October 10, 2007 Mr. Heshmatpour has served as President, Secretary and a member of the board of directors of AFH Holding I, Inc. and AFH Holding II, Inc. Since inception, Mr. Heshmatpour has served as President, Secretary and sole director of AFH Holding IV, Inc., AFH Holding V, Inc., AFH Holding VI, Inc. and AFH Holding VII, Inc. Mr. Heshmatpour received a Bachelor of Arts from Pennsylvania State University in 1988, and in 2010 he completed the UCLA Anderson Director Education & Certification Program.1934

8Section 16(a) of the Exchange Act requires the Registrant’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Registrant’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Registrant’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Registrant with copies of all Section 16(a) forms they file.

~~Significant~~Based ~~Employees~~solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2012, and written representations that no other reports were required, the Company believed that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal year or prior fiscal years. ~~None~~

~~Family~~CODE ~~Relationships. None~~OF ETHICS

~~Involvement~~We inhave ~~Certain~~not ~~Legal~~adopted ~~Proceedings.~~a ~~There~~Code ~~have~~of ~~been~~Business noConduct ~~events~~and ~~under~~Ethics that ~~any~~applies ~~bankruptcy~~to ~~act,~~our noprincipal ~~criminal~~executive ~~proceedings~~officer, ~~and~~principal nofinancial ~~judgments~~officer, ~~injunctions,~~principal ~~orders~~accounting officer or ~~decrees~~controller, ~~material~~or topersons performing ~~the~~similar ~~evaluation~~functions. ofThe ~~the~~Registrant ~~ability~~does ~~and~~not ~~integrity~~have a Code of ~~any~~Ethics ~~director,~~due ~~executive~~to ~~officer,~~the ~~promoter~~Registrant’s status as a shell company with no operations or ~~control~~revenues ~~person~~and ofonly ~~Registrant~~one ~~during~~individual who serve as the ~~past~~Registrant’s ~~five~~officer ~~years~~and/or director.

~~Nominating~~ITEM ~~Committee~~11. We ~~have~~EXECUTIVE ~~not adopted any procedures by which security holders may recommend nominees to our Board of Directors.~~COMPENSATION

~~Audit~~None ~~Committee. The Board~~ of ~~Directors acts as~~ the ~~audit~~Registrant’s ~~committee.~~officers ~~The~~or ~~Registrant~~directors has ~~does~~received ~~not~~any ~~have~~cash aremuneration ~~qualified~~since ~~financial~~inception. ~~expert~~Officers atwill ~~this~~not ~~time~~receive ~~because~~any itremuneration ~~has~~until ~~not~~the ~~been~~consummation ~~able~~of toan ~~hire~~acquisition. No aremuneration ~~qualified~~of ~~candidate.~~any ~~Further,~~nature ~~the~~has ~~Registrant~~been ~~believes~~paid ~~that~~for itor ~~has~~on ~~inadequate~~account ~~financial~~of ~~resources~~services atrendered ~~this~~by ~~time~~a todirector ~~hire~~in such ~~an expert~~capacity. ~~The~~None ~~Registrant~~of the officers and directors intends to ~~continue~~devote tomore ~~search~~than ~~for~~a few hours a ~~qualified~~week ~~individual~~to ~~for~~our ~~hire~~affairs.

~~COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934~~13

~~Section~~It ~~16(a)~~is ofpossible ~~the~~that, ~~Exchange~~after ~~Act requires~~ the Registrant's ~~directors~~successfully consummates ~~and~~a ~~officers,~~business ~~and~~combination ~~persons~~with ~~who~~an ~~beneficially~~unaffiliated ~~own~~entity, ~~more~~that ~~than~~entity ~~10%~~may ofdesire ato ~~registered~~employ ~~class~~or ofretain ~~the~~one ~~Registrant's~~or ~~equity~~a ~~securities,~~number toof ~~file reports~~ members of ~~beneficial~~our ~~ownership~~management ~~and~~for ~~changes~~the inpurposes ~~beneficial ownership~~ of ~~the~~providing ~~Registrant's~~services ~~securities~~to ~~with~~ the ~~SEC~~surviving onentity. ~~Forms 3~~However, 4the ~~and~~Registrant 5.has ~~Officers,~~adopted ~~directors~~a ~~and~~policy whereby ~~greater~~the ~~than~~offer ~~10%~~of ~~stockholders~~any ~~are~~post-transaction ~~required~~employment byto ~~SEC~~members ~~regulation~~of tomanagement ~~furnish~~will ~~the~~not ~~Registrant~~be ~~with~~a ~~copies~~consideration ofin ~~all~~our ~~Section~~decision ~~16(a)~~whether to ~~forms~~undertake ~~they~~any ~~file~~proposed transaction.

~~Based~~No ~~solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31~~retirement, ~~2011~~pension, ~~and~~profit ~~written representations that no other reports were required~~sharing, ~~the~~stock ~~Company~~option or ~~believed~~insurance ~~that~~programs ~~no person who, at any time during such fiscal year, was a director, officer~~ or ~~beneficial~~other ~~owner~~similar ofprograms ~~more~~have ~~than~~been ~~10%~~adopted ofby the ~~Company’s~~Registrant ~~common~~for ~~stock~~the ~~failed~~benefit toof ~~comply~~its ~~with all Section 16(a) filing requirements during such fiscal year or prior fiscal years~~employees.

~~CODE~~There OFare ~~ETHICS~~no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

WeDirector have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Registrant does not have a Code of Ethics due to the Registrant’s status as a shell company with no operations or revenues and only one individual who serve as the Registrant’s officer and/or director.Compensation

~~ITEM~~We 11do not currently pay any cash fees to our directors, but we pay directors’ expenses in attending board meetings. ~~EXECUTIVE~~ ~~COMPENSATION~~During the period April 16, 2007 (inception) to December 31, 2012, no director expenses were incurred.

~~None~~Employment of the Registrant’s officers or directors has received any cash remuneration since inception. Officers will not receive any remuneration until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.Agreements

9The Registrant is not a party to any employment agreements.

ItITEM is possible that, after the Registrant successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity12. ~~However,~~SECURITY ~~the~~OWNERSHIP ~~Registrant~~OF ~~has~~CERTAIN ~~adopted~~BENEFICIAL aOWNERS ~~policy~~AND ~~whereby~~MANAGEMENT ~~the~~AND ~~offer~~RELATED ofSTOCKHOLDER ~~any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.~~MATTERS

NoThe ~~retirement,~~following ~~pension,~~tables ~~profit~~set ~~sharing,~~forth ~~stock~~certain ~~option~~information oras of ~~insurance~~the ~~programs~~date orof ~~other~~filing ~~similar~~this ~~programs~~Form ~~have~~10-K ~~been~~regarding ~~adopted~~(i) each person known by the Registrant ~~for~~to be the ~~benefit~~beneficial owner of ~~its~~more ~~employees~~than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Registrant and (iii) all officers and directors as a group.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

Name and Address	Common Stock Amount Beneficially Owned		Percentage of Class (1)
Amir F. Heshmatpour (2) 9595 Wilshire Boulevard, Suite 700 Beverly Hills, California 90212 (President and Director)		5,000,000		93.4	%

All Officers and Directors as a Group (1 Person)		5,000,000		93.4	%

~~Director Compensation~~____________________

We do not currently pay any cash fees to our directors, but we pay directors’ expenses in attending board meetings. During the period April 16, 2007 (inception) to December 31, 2011, no director expenses were incurred.

(1)	Based on 5,355,000 shares of Common Stock issued and outstanding as of the date of filing this Form 10-K. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

(2)	Represents shares of the Registrant’s common stock owned by AFH Holding and Advisory, LLC located at 9595 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212. As the sole member of AFH Advisory, Mr. Heshmatpour is deemed to be the beneficial owner of these shares of the Registrant’s common stock.

~~Employment Agreements~~14

~~ITEM~~The ~~12. SECURITY~~Registrant ~~OWNERSHIP~~utilizes OFthe ~~CERTAIN~~office ~~BENEFICIAL~~space ~~OWNERS~~and ~~AND~~equipment of ~~MANAGEMENT~~its ~~AND~~sole ~~RELATED~~officer ~~STOCKHOLDER~~and ~~MATTERS~~director at no cost. Management estimates such costs to be immaterial.

~~The~~Except ~~following tables set forth certain information~~ as ofotherwise ~~the~~indicated ~~date~~herein, ofthere ~~filing~~have ~~this~~been no ~~Form~~related ~~10-K~~party ~~regarding~~transactions, ~~(i)~~or ~~each~~any ~~person~~other ~~known~~transactions byor ~~the~~relationships ~~Registrant~~required to be ~~the~~disclosed ~~beneficial~~pursuant ~~owner~~to ofItem ~~more~~404 ~~than 5%~~ of ~~the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Registrant and (iii) all officers and directors as a group~~Regulation S-K.

Name and Address	Common Stock Amount Beneficially Owned		Percentage of Class (1)
Amir F. Heshmatpour (2) 9595 Wilshire Boulevard, Suite 700 Beverly Hills, California 90212 (President and Director)		5,000,000		93.4	%
All Officers and Directors as a Group (1 Person)		5,000,000		93.4	%

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~____________________~~(1) Audit Fees

(1)

Based on 5,355,000 shares of Common Stock issued and outstanding as of the date of filing this Form 10-K. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

(2)

Represents shares of the Registrant's common stock owned by AFH Holding and Advisory, LLC located at 9595 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212. As the sole member of AFH Advisory, Mr. Heshmatpour is deemed to be the beneficial owner of these shares of the Registrant's common stock.

The aggregate fees billed for each of the last two fiscal years for professional services rendered by EFP Rotenberg LLP, has served as our principal accountant for our audit of annual financial statements included in our Form 10-K Annual Report, and review of financial statements included in our Form 10-Q quarterly reports and or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

Year	Amount
2012	$	2,500
2011	$	2,500

~~ITEM~~(2) ~~13. CERTAIN~~Audit-Related ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Fees

The ~~Registrant~~aggregate ~~utilizes~~fees billed in each of the ~~office~~last ~~space~~two fiscal years for assurance and ~~equipment~~related services by the principal accountants that are reasonably related to the performance of ~~its~~the ~~sole~~audit or ~~officer~~review ~~and~~of ~~director~~our atfinancial nostatements ~~cost.~~and ~~Management~~are ~~estimates~~not ~~such~~reported ~~costs~~in tothe bepreceding ~~immaterial.~~paragraph:

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Year	Amount
2012	$	0
2011	$	0

~~ITEM~~(3) ~~14. PRINCIPAL~~Tax ~~ACCOUNTING FEES AND SERVICES~~Fees

~~(1)~~The ~~Audit~~aggregate ~~Fees~~fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

Year	Amount
2012	$	0
2011	$	0

Year	Amount
2011	$	2,500
2010	$	2,500

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and ~~Audit-Related~~(3) ~~Fees~~was:

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

Year	Amount
2012	$	0
2011	$	0

Year	Amount
2011	$	0
2010	$	0

~~(3)~~PART ~~Tax Fees~~IV

~~The~~ITEM ~~aggregate~~15. ~~fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance~~EXHIBITS, ~~tax~~FINANCIAL ~~advice,~~STATEMENT ~~and tax planning were:~~SCHEDULES

Year	Amount
2011	$	0
2010	$	0

(1) Financial Statements

~~(4)~~The ~~All~~following ~~Other~~consolidated ~~Fees~~financial statements of AFH Holding III, Inc. are included in Part II, Item 8 of this Report:

~~The~~Report ~~aggregate fees billed in each~~ of ~~the~~Independent ~~last~~Registered ~~two~~Public ~~fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:~~Accounting Firm

Year	Amount
2011	$	0
2010	$	0

Balance Sheets at December 31, 2012 and 2011

11Statements of Changes in Stockholder’s Equity for the Period from Date of Inception (April 16, 2007) through December 31, 2012

~~PART~~Statements IVof Operations for the Years Ended December 31, 2012 and 2011, and for the Period from Date of Inception (April 16, 2007) through December 31, 2012

~~ITEM~~Statements ~~15. EXHIBITS~~of Cash Flows for the Years Ended December 31, ~~FINANCIAL~~2012 ~~STATEMENT~~and ~~SCHEDULES~~2011, and for the Period from Date of Inception (April 16, 2007) through December 31, 2012

~~(1)~~ Notes to Financial Statements

~~The~~(2) ~~following~~Financial ~~consolidated~~Statement ~~financial statements of AFH Holding III, Inc. are included in Part II, Item 8 of this Report:~~Schedules

~~Report~~Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of ~~Independent~~the ~~Registered~~schedule ~~Public~~or ~~Accounting~~because ~~Firm~~the information required is given in the consolidated financial statements or the notes thereto.

~~Balance~~(3) ~~Sheets at December 31, 2011 and 2010~~Exhibits

Statements of Changes in Stockholder’s Equity for the Period from Date of Inception (April 16, 2007) through December 31, 2011

3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on April 16, 2007 (1)
3.2		By-Laws (1)
31.1		Certification by Chief Executive and Financial Officer pursuant to Sarbanes-Oxley Section 302*
32.1		Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002*
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

~~Statements~~* ofFiled ~~Operations for the Years Ended December 31, 2011 and 2010, and for the Period from Date of Inception (April 16, 2007) through December 31, 2011~~Herewith

~~Statements~~(1) ofFiled ~~Cash~~as ~~Flows~~an ~~for~~exhibit to the ~~Years~~Company’s ~~Ended~~Registration ~~December~~Statement ~~31,~~on ~~2011~~Form ~~and 2010~~10-SB, ~~and~~as ~~for~~filed with the ~~Period~~Securities ~~from~~and ~~Date~~Exchange ofCommission ~~Inception~~on ~~(April~~October 165, 2007), ~~through~~and ~~December~~incorporated ~~31,~~herein ~~2011~~by reference.

~~Notes to Financial Statements~~16

~~(2) Financial Statement Schedules~~SIGNATURES

~~Schedules~~Pursuant ~~are~~to ~~omitted because~~ the ~~required~~requirements ~~information~~of isSection ~~not~~13 ~~present~~ or is15(d) ~~not~~of the ~~present~~Securities inExchange ~~amounts~~Act ~~sufficient to require submission~~ of 1934, the ~~schedule~~registrant orhas ~~because~~duly ~~the~~caused ~~information~~this ~~required~~report isto ~~given~~be insigned ~~the~~on ~~consolidated~~its ~~financial~~behalf ~~statements~~by or the ~~notes~~undersigned, thereunto ~~thereto~~duly authorized.

(3) Exhibits

	AFH Holding III, Inc.

Dated: April 2, 2013	By:	/s/ Amir F. Heshmatpour
		Amir F. Heshmatpour President, Secretary and Sole Director (Principal Executive Officer) (Principal Financial Officer)

3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on April 16, 2007 (1)
3.2		By-Laws (1)
31.1		Certification by Chief Executive and Financial Officer pursuant to Sarbanes-Oxley Section 302*
32.1		Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002*

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

* Filed Herewith

Signature	Title	Date

/s/ Amir F. Heshmatpour	President, Secretary and Sole Director	April 2, 2013
Amir F. Heshmatpour	(Principal Executive Officer) (Principal Financial/Accounting Officer)

~~(1) Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on October 5, 2007, and incorporated herein by reference.~~17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AFH Holding III, Inc.
Dated: April 12, 2012	By:	/s/ Amir F. Heshmatpour
		Amir F. Heshmatpour President, Secretary and Sole Director (Principal Executive Officer) (Principal Financial Officer)

Signature	Title	Date
/s/ Amir F. Heshmatpour	President, Secretary and Sole Director	April 12, 2012
Amir F. Heshmatpour	(Principal Executive Officer) (Principal Financial/Accounting Officer)

Filing Compare · AFH Holding III, Inc.