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| April 2, 2010 |
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| RE: Form 10-K for Fiscal Year Ended October 31, 2009, Filed |
| AFH Acquisition III, Inc., File No. 000-53071 |
| AFH Acquisition IV, Inc., File No. 000-53072 |
| AFH Acquisition V, Inc., File No. 000-53073 |
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United States Securities and Exchange Commission |
Division of Corporation Finance |
CF/AD 9 |
100 F Street N.E. |
Washington D.C. 20549-3561 |
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Mail Stop 3561 |
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Dear Ms. Jenkins: |
We are in receipt of your letter dated March 23, 2010 regarding the form 10-K’s of AFH Acquisitions III, IV and V (each a “Company” and collectively, the “Companies”), and have set forth below the Company’s response.
Form 10-K/A for the Fiscal Year Ended October 31, 2009
Item 9A(T). Controls and Procedures
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| 1) | SEC Comment: We note your response to our prior comment two, noting that you continue to conclude that your disclosure controls and procedures were effective at October 31, 2009. Please tell us the factors you considered and highlight for us those factors that supported your conclusion. Specifically, clarify how your controls are effective based on the fact that you failed to provide all of the disclosures required by Item 308T of Regulation S-K. Otherwise, please further amend your Form 10-K to disclose management’s revised conclusion on the effectiveness of your disclosure controls and procedures as of the end of the fiscal year and any remediation plans that have or will be enacted. |
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| Response: The staff’s response is noted and we will further amend our Form 10-K accordingly within 10 business days of this letter. |
Evaluation of Internal Control Over Financial Reporting
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| 2) | SEC Comment: We note the fourth paragraph of management’s report states that this “annual report does not include areport of management’s assessment regarding internal control over financial reporting or an attestation report…” We further note that you provided management’s assessment of the effectiveness of your internal control over financial reporting and the attestation report is not currently required, please revise your statement to clarify this point. Refer to Item 308T(a)(4) of Regulation S-K for guidance. |
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| Response: The staff’s response is noted and we will further amend our Form 10-K accordingly within 10 business days of this letter. |
Please feel free to contact us at the Beverly Hills phone number, fax or address below with any further questions or comments.
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Sincerely, |
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Amir F Heshmatpour |
President & Director |
Principal Executive Officer |
Principal Financial Officer |