10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2014

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

For the transition period from

Commission File No. 000-53076

AFH ACQUISITION VII, INC.

(Name of registrant in its charter)

Delaware	32-0217153
(State or other jurisdiction of incorporation or formation)	(I.R.S. employer identification number)

269 S. Beverly Drive, Ste #1600, Beverly Hills, CA 90212

(Address of principal executive offices)

(310) 475-3500

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).

x Yes ¨ No

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" and "smaller reporting company" in rule 12b-2 of the Exchange Act.

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

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

x Yes ¨ No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 14, 2014: 6,483,218 shares of common stock.

1

AFH ACQUISITION VII, Inc.

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	15
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
Signatures		17

2

PART I – FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

FINANCIAL REPORTS

AT

JULY 31, 2014

TABLE OF CONTENTS

Condensed Balance Sheets at July 31, 2014 (Unaudited) and October 31, 2013	4
Condensed Statements of Operations for the Three and Nine Months Ended July 31, 2014 and 2013 and for the Period from Date of Inception (September 24, 2007) through July 31, 2014 (Unaudited)	5
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Period from Date of Inception (September 24, 2007) through July 31, 2014 (Unaudited)	6-7
Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2014 and 2013 and for the Period from Date of Inception (September 24, 2007) through July 31, 2014 (Unaudited)	8
Notes to Condensed Financial Statements (Unaudited)	9-13

3

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

CONDENSED BALANCE SHEETS

	July 31,	October 31,
	2014	2013
	(Unaudited)
CURRENT ASSETS
Cash and Cash Equivalents	$ ---	$ 513
Deferred Expense	62,695	62,695
Total Assets	$ 62,695	$ 63,208
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued Expenses	$ 85,049	$ 32,231
Due to Parent	6,595	---
Total Liabilities	91,644	32,231
Stockholders' Equity (Deficit)
Preferred Stock:  $.001 Par; 20,000,000 Shares Authorized,
-0- Issued and Outstanding	---	---
Common Stock:  $.001 Par; 100,000,000 Shares Authorized;
6,483,218 Issued and Outstanding
at July 31, 2014 and October 31, 2013	6,483	6,483
Additional Paid-In-Capital	2,984,953	2,984,953
Equity Accumulated During Development Stage	(3,020,385)	(2,960,459)
Total Stockholders' Equity (Deficit)	(28,949)	30,977
Total Liabilities and Stockholders' Equity (Deficit)	$ 62,695	$ 63,208

4

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS – UNAUDITED

					Period From
					Date of Inception
	For the Three Months Ended		For the Nine Months Ended		(September 24, 2007)
	July 31,		July 31,		Through
	2014	2013	2014	2013	July 31, 2014
Revenues	$ ---	$ ---	$ ---	$ ---	$ ---
Expenses
Consulting	$ ---	$ ---	$ ---	$ 1,200,000	$ 1,201,776
Reverse Merger Expenses	---	---	52,253	907,418	1,731,407
Interest	---	---	---	---	15
Legal and Professional	1,790	11,993	6,815	27,762	82,382
Office Expenses	36	30	108	496	1,393
Organizational Costs	---	---	---	---	962
Total Expenses	$ 1,826	$ 12,023	$ 59,176	$ 2,135,676	$ 3,017,935
Net Loss for the Period	$ (1,826)	$ (12,023)	$ (59,176)	$ (2,135,676)	$ (3,017,935)
Franchise Tax	---		750	700	2,450
Net Loss for the Period	$ (1,826)	$ (12,023)	$ (59,926)	$ (2,136,376)	$ (3,020,385)
Loss per Share - Basic and Diluted	$ (0.00)	(0.00)	$ (0.01)	$ (0.43)
Weighted Average Common Shares Outstanding	6,483,218	5,000,000	6,483,218	5,000,000

5

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM

DATE OF INCEPTION (SEPTEMBER 24, 2007) THROUGH JULY 31, 2014 - UNAUDITED

						Equity
						Accumulated
	Common Stock		Additional	Stock	Stock	During	Total
	Number		Paid-In	to be	Subscription	Development	Stockholders'
	of Shares	Value	Capital	Issued	Receivable	Stage	Equity
Balance - September 24, 2007	---	$ ---	$ ---	$ ---	$ ---	$ ---	$ ---
Common Stock Issued for Cash	5,000,000	5,000	20,000	---	(4,900)	---	20,100
Net Loss for the Period	---	---	---	---	---	(21,853)	(21,853)
Balance - October 31, 2007	5,000,000	5,000	20,000	---	(4,900)	(21,853)	(1,753)
Cash Received for Stock Subscriptions	---	---	---	---	4,900	---	4,900
Net Loss for the Period	---	---	---	---	---	(7,543)	(7,543)
Balance - October 31, 2008	5,000,000	5,000	20,000	---	---	(29,396)	(4,396)
Net Loss for the Period	---	---	---	---	---	(7,450)	(7,450)
Balance - October 31, 2009	5,000,000	5,000	20,000	---	---	(36,846)	(11,846)
Net Loss for the Period	---	---	---	---	---	(3,577)	(3,577)
Balance - October 31, 2010	5,000,000	5,000	20,000	---	---	(40,423)	(15,423)

6

Net Loss for the Period	---	---	---	---	---	(4,820)	(4,820)
Balance - October 31, 2011	5,000,000	5,000	20,000	---	---	(45,243)	(20,243)
Common Stock to be Issued	---	---	---	966,736	(100,000)	---	866,736
Net Loss for the Period	---	---	---		---	(777,379)	(777,379)
Balance - October 31, 2012	5,000,000	5,000	20,000	966,736	(100,000)	(822,622)	69,114
Cash Received for Stock Subscription	---	---	---	(100,000)	100,000	---	---
Common Stock Issued for Cash	907,850	908	1,814,792	(50,000)	---	---	1,765,700
Common Stock Issued for Services	575,368	575	1,150,161	(816,736)	---	---	334,000
Net Loss for the Period	---	---	---	---	---	(2,137,837)	(2,137,837)
Balance - October 31, 2013	6,483,218	6,483	2,984,953	---	---	(2,960,459)	30,977
Net Loss for the Period	---	---	---	---	---	(59,926)	(59,926)
Balance - July 31, 2014	6,483,218	$ 6,483	$2,984,953	$ ---	$ ---	$ (3,020,385)	$ (28,949)

7

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

			Period From
			Date of Inception
	For the Nine Months Ended		(September 24, 2007)
	July 31,		Through
	2014	2013	July 31, 2014
Cash Flows Provided by (Used in) Operating Activities
Net Loss for the Period	$ (59,926)	$ (2,136,376)	$ (3,020,385)
Adjustments to reconcile net loss to net cash
used in operating activities
Issuance of Stock for Services	---	334,000	1,105,736
Changes in Assets and Liabilities:
Accrued Expenses	52,818	27,762	85,049
Deferred Expenses	---	(17,695)	(62,695)
Net Cash Flows Used in Operating Activities	(7,108)	(1,792,309)	(1,892,295)
Net Cash Flows from Investing Activities	---	---	---
Cash Flows from Financing Activities
Cash Advance by (Repayment to) Parent	6,595	(23,337)	6,595
Cash Proceeds from Issuance of Stock	---	1,765,700	1,885,700
Net Cash Flows from Financing Activities	6,595	1,742,363	1,892,295
Net Change in Cash	(513)	(49,946)	---
Cash - Beginning of Period	513	50,489	---
Cash - End of Period	$ ---	$ 543	$ ---
Cash Paid During the Period for:
Interest	$ ---	$ ---	$ ---
Income Taxes	$ ---	$ ---	$ ---

8

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 -The Company

AFH Acquisition VII, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on September 24, 2007.  The Company is 57.84% owned by AFH Holding & Advisory, LLC (the “Parent”).  The unaudited condensed financial statements presented represent only those transactions of AFH Acquisition VII, Inc.  

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.

During October of 2012, AFH Holding& Advisory, LLC (“AFH Advisory”), a major shareholder of the Company, entered into a letter of intent (the “LOI”) and subsequent amendments with two target companies. The targets expressed a reluctance to proceed forward under the terms of the LOI, as amended. As such, there is a substantial likelihood that AFH will not effect the acquisition and that the Reverse Merger will not be consummated. For this reason, AFH has decided to pursue other targets to acquire.

The unaudited condensed financial statements of AFH Acquisition VII, Inc., (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed balance sheet information as of October 31, 2013 was derived from the audited financial statements included in Form 10-K. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended October 31, 2013, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  Certain information that is not required for interim financial reporting purposes has been omitted.

Note 2 -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.

9

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results can differ from those estimates.

Organizational Costs

Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company.  Organizational costs are expensed as incurred in accordance with FASB ASC 720-15.

Income Taxes

The Company accounts for income taxes under the asset and liability method, wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Income Taxes – continued

The Company's short-term and long-term deferred tax liability is based on the calculation of the deferred taxes on the Company's unrealized gain on available-for-sale securities using a 40% effective tax rate based on a 31% federal income tax rate

(net of state tax deduction) combined with an 8.84% California state income tax rate. The Company recognizes a deferred tax asset (through changes in the valuation allowance) for the exact amount of the deferred tax liability.  The classification of these deferred taxes is concurrent with the classification of investments for which the unrealized gain is derived. For balance sheet presentation, current deferred tax assets and liabilities have been offset and presented as a single amount and non-current deferred tax assets and liabilities within each tax jurisdiction have been offset and presented as a single amount.

When tax returns are filed, it is highly probable that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  As of July 31, 2014, the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority. The Company’s evaluation of tax positions was performed for those tax years which remain open to audit.  The Company may from time to time, be assessed interest or penalties by the taxing authorities, although any such assessments historically have been minimal and immaterial to the Company’s financial results.  In the event the Company is assessed interest and/or penalties, such amounts will be classified as income tax expense in the financial statements.

10

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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 Issued Accounting Standards Not Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.

Note 3 - 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.

In October 2012, The Company commenced a private placement offering (the “Offering”) to several accredited investors (the “Purchasers”) for up to 500,000 Shares (the “Maximum Offering”) for aggregate proceeds equal to $1,000,000 (the “Maximum Offering Amount”). On January 31, 2013, an amendment to the offering was made to increase the offering to 1,300,000 shares and proceeds of $2,600,000. As of October 31, 2013, the Company entered into subscription agreements for the issuance of 907,850 shares of common stock at a per share price of $2.00 per share for gross proceeds of $1,815,700 (the “Private Placement. The shares of our common stock sold in the Private Placement were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On March 26, 2013, the Company entered into an agreement to issue 167,000 shares of common stock in connection with consideration given in relation to a note with Park Place Motor Ltd. These shares were issued in May 2013 and valued at $334,000.

In September 2012, the Company’s parent received $45,000 in proceeds to enter into subscription agreements for the issuance of shares of the Company’s common stock, which resulted in additional reverse merger expenses of $771,736. The shares were issued in May 2013.

11

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 4 -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 $3,020,385 at July 31, 2014.

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 5 – Deferred Expenses

Deferred expenses represents funds received by the Company for reverse merger expenses that were forwarded to the parent company and which have not yet been allocated to fees incurred with the transaction described in Note 1. It is expected that all funds will be used for expenses within the next year.

Note 6 – Due to Parent

Due to parent represents cash advances from AFH Holding & Advisory LLC and totaled $6,595 and $-0- as of July 31, 2014 and October 31, 2013, respectively.  AFH Holding & Advisory LLC is the majority shareholder of the Company. There are no repayment terms.

Note 7 – Reverse Merger Expenses

Reverse merger expenses represent cash from the private placement offering (see Note 3) which were used towards fees in relation to the LOI (see Note 1). $1,200,000 of such proceeds will be kept by the parent, AFH Holding & Advisory. The $1,200,000 has been reflected as a consulting fee in the accompanying financial statements. The remaining proceeds from the Private Placement Finances was used for expenses incurred by AFH in connection with the Private Financing, the Business Combination and all related going public expenses. The expenses incurred have been reflected under Reverse Merger Expenses in the accompanying financial statements with any remainder in deferred expenses.

12

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note 8 - Income Taxes

The provision (benefit) for income taxes consists of the following for the three months ended July 31, 2014 and for the year ended October 31, 2013:

		July 31, 2014		October 31, 2013
Current	U.S.	$	---	$	---
Deferred	U.S.		---		---
Total		$	---	$	---

A valuation allowance for the net deferred tax assets has been recorded as it is more likely than not that these benefits will not be realized through future operations.

Deferred tax assets consist of the following as of July 31, 2014 and October 31, 2013:

	July 31, 2014		October 31, 2013
Net operating loss carryforward	$	(1,203,319)	$	(1,179,445)
general business tax credit		---		---
Accrued expenses		---		---
Other		---		---
		(1,203,319)		(1,179,445)
Valuation allowance		1,203,319		1,179,445
Total	$	---	$	---

As of July 31, 2014 and October 31, 2013, the Company had net operating loss carryforwards (“NOL”) for federal and state reporting purposes of approximately $1,203,319 and $1,179,445, respectively, which expire in various years through 2034. The Federal and state tax codes provide for restrictive limitations on the annual utilization of NOLs to offset taxable income when the stock ownership of a company significantly changes, as defined.

During the six months ended July 31, 2014 and for the year ended October 31, 2013, the valuation allowance increased by $23,874 and $851,714, respectively.

The income tax provision effective rate of 0% differs from that computed using the 31% federal income tax rate (net of state tax deduction) combined with an 8.84% California state income tax rate, due to the following:

	July 31, 2014	October 31, 2013
Tax benefit at statutory federal rate	$ (18,577)	$ (662,729)
State taxes, net of federal tax benefit	(5,297)	(188,985)
Increase (decrease) in valuation allowance	23,874	851,714
Other	---	---
Permanent Items	---	---
General business tax credit	---	---
Total	$ ---	$ ---

13

AFH ACQUISITION VII, INC.

(A DEVELOPMENT STAGE COMPANY)

(A DELAWARE CORPORATION)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.

Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

During October of 2012, AFH Holding & Advisory, LLC (“AFH Advisory”), a major shareholder of the Company, entered into a letter of intent (the “LOI”) and subsequent amendments with two target companies. The targets expressed a reluctance to proceed forward under the terms of the LOI, as amended. As such, there is a substantial likelihood that AFH will not effect the acquisition and that the Reverse Merger will not be consummated. For this reason, AFH has decided to pursue other targets to acquire.

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from September 24, 2007 (Inception) to July 31, 2014. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the nine months ended July 31, 2014 and 2013, the Company had net losses of $59,926 and $2,136,376, respectively, consisting of legal, accounting, audit, other professional service fees and expenses incurred in relation to the filing of the Company’s Quarterly Reports on Form 10-Q and reverse merger expenses which were funded by cash from the private placement offering (see financial statements Note 3) which was used towards fees in relation to the LOI (see financial statements Note 1). $1,200,000 of such proceeds will be kept by the parent, AFH Holding & Advisory.

13

For the three months ended July 31, 2014, the Company had a net loss of $1,826, consisting of legal, accounting, audit, other professional service fees and expenses incurred in relation to the filing of the Company’s Quarterly Reports on Form 10-Q.

For the three months ended July 31, 2013, the Company had a net loss of $12,023, consisting of legal, accounting, audit, other professional service fees and expenses incurred in relation to the filing of the Company’s Quarterly Reports on Form 10-Q and reverse merger expenses.

For the period from September 24, 2007 (Inception) to July 31, 2014, the Company had a net loss of $3,020,385 comprised of legal, accounting, audit, other professional service fees and other organizational costs and expenses incurred in relation to the formation of the Company, the filing of the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K and reverse merger expenses which represent cash from the private placement offering (see financial statements Note 3) which were used towards fees in relation to the LOI (see financial statements Note 1). $1,200,000 of such proceeds will be kept by the parent, AFH Holding & Advisory.

Liquidity and Capital Resources

At July 31, 2014, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

The Company and/or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and/or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and/or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.

Due to the uncertainty of our ability to meet our operational expenses, in their report on our audited financial statements as of and for the years ended October 31, 2013 and 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. There is substantial doubt about our ability to continue as a going concern as we have losses for the nine months ended July 31, 2014 totaling $59,926 as well as an accumulated deficit since inception amounting to $3,020,385 and negative working capital of $28,949.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

14

ITEM 4.   CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures designed for the purpose of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Interim Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of July 31, 2014. We are in the process of evaluating our risk assessment and any related deficiencies specifically in maintaining effective control over our accounting for liability associated with stock issuance in addition to maintaining sufficient documentation concerning our existing financial processes, risk assessment and internal controls.

Changes in Internal Control over Financial Reporting

Other than discussed above, there were no changes in our internal controls over financial reporting except for the above corrective actions with regard to significant deficiencies or material weaknesses that occurred during the fiscal quarter ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

None

ITEM 1A.   RISK FACTORS.

As a smaller reporting company we are not required to provide this information

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCLOSURES.

Not Applicable

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

(a)

Exhibits required by Item 601 of Regulation S-K.

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Report on Form 10-Q for the quarter ended July 31, 2014.*
32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 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

* Filed Herewith

16

SIGNATURES

In accordance with 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 ACQUISITION VII, INC.
Dated: September 15, 2014	By:    /s/ Amir F. Heshmatpour
	Amir F. Heshmatpour
	President and Director
	Principal Executive Officer Principal Financial Officer Principal Accounting Officer

17

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

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

and Securities and Exchange Commission Release 34-46427

I, Amir F. Heshmatpour, certify that:

1. I have reviewed this report on Form 10-Q of AFH Acquisition VII, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

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

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	/s/ Amir F. Heshmatpour
Date: September 15, 2014	Amir F. Heshmatpour Principal Executive Officer Principal Financial Officer

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Report of AFH Acquisition VII, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Amir F. Heshmatpour, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Amir F. Heshmatpour

Amir F. Heshmatpour

Principal Executive Officer

Principal Financial Officer

September 15, 2014

XML

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)

9 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

	July 31, 2014			October 31, 2013
Net operating loss carryforward	$	(1,203,319)	$		(1,179,445)
general business tax credit		---			---
Accrued expenses		---			---
Other		---			---
		(1,203,319)			(1,179,445)
Valuation allowance		1,203,319			1,179,445
Total	$	---	$		---

XML

Note 3 - Equity Securities

9 Months Ended

Jul. 31, 2014

Notes

Note 3 - Equity Securities

Note 3 - 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.

In October 2012, The Company commenced a private placement offering (the “Offering”) to several accredited investors (the “Purchasers”) for up to 500,000 Shares (the “Maximum Offering”) for aggregate proceeds equal to $1,000,000 (the “Maximum Offering Amount”). On January 31, 2013, an amendment to the offering was made to increase the offering to 1,300,000 shares and proceeds of $2,600,000. As of October 31, 2013, the Company entered into subscription agreements for the issuance of 907,850 shares of common stock at a per share price of $2.00 per share for gross proceeds of $1,815,700 (the “Private Placement. The shares of our common stock sold in the Private Placement were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On March 26, 2013, the Company entered into an agreement to issue 167,000 shares of common stock in connection with consideration given in relation to a note with Park Place Motor Ltd. These shares were issued in May 2013 and valued at $334,000.

In September 2012, the Company’s parent received $45,000 in proceeds to enter into subscription agreements for the issuance of shares of the Company’s common stock, which resulted in additional reverse merger expenses of $771,736. The shares were issued in May 2013.

XML

Note 4 - Going Concern (Details) (USD $)	Jul. 31, 2014
Details
Retained Earnings (Accumulated Deficit)	$ 3,020,385

XML

Note 3 - Equity Securities (Details) (USD $)	9 Months Ended
	Jul. 31, 2014
May 2013
Shares, Issued	167,000
Stock Issued	$ 334,000
September 2012
Proceeds to enter into subscription agreements	45,000
Additional reverse merger expenses	$ 771,736

XML

Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	Jul. 31, 2014	Oct. 31, 2013
Details
Deferred Tax Assets, Operating Loss Carryforwards	$ (1,203,319)	$ (1,179,445)
Deferred Tax Assets, Gross	(1,203,319)	(1,179,445)
Deferred Tax Assets, Valuation Allowance	$ 1,203,319	$ 1,179,445

XML

Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)	0 Months Ended
	Jul. 31, 2014	Oct. 31, 2013
Details
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ (18,577)	$ (662,729)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	(5,297)	(188,985)
Valuation Allowances and Reserves, Period Increase (Decrease)	$ 23,874	$ 851,714

XML

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Jul. 31, 2014

Notes

Note 2 - Summary of Significant Accounting Policies

Note 2 -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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results can differ from those estimates.

Organizational Costs

Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company.  Organizational costs are expensed as incurred in accordance with FASB ASC 720-15.

Income Taxes

The Company accounts for income taxes under the asset and liability method, wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The Company's short-term and long-term deferred tax liability is based on the calculation of the deferred taxes on the Company's unrealized gain on available-for-sale securities using a 40% effective tax rate based on a 31% federal income tax rate (net of state tax deduction) combined with an 8.84% California state income tax rate. The Company recognizes a deferred tax asset (through changes in the valuation allowance) for the exact amount of the deferred tax liability.  The classification of these deferred taxes is concurrent with the classification of investments for which the unrealized gain is derived. For balance sheet presentation, current deferred tax assets and liabilities have been offset and presented as a single amount and non-current deferred tax assets and liabilities within each tax jurisdiction have been offset and presented as a single amount.

When tax returns are filed, it is highly probable that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  As of July 31, 2014, the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority. The Company’s evaluation of tax positions was performed for those tax years which remain open to audit.  The Company may from time to time, be assessed interest or penalties by the taxing authorities, although any such assessments historically have been minimal and immaterial to the Company’s financial results.  In the event the Company is assessed interest and/or penalties, such amounts will be classified as income tax expense in the financial statements.

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 Issued Accounting Standards Not Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.

XML

Balance Sheets (USD $)	Jul. 31, 2014		Oct. 31, 2013
ASSETS
Cash and Cash Equivalents	$ 0		$ 513
Deferred Expense	62,695		62,695
Total Assets	62,695		63,208
Liabilities
Accrued Expenses	85,049		32,231
Due to Parent	6,595		0
Total Liabilities	91,644		32,231
Stockholder's Equity
Preferred Stock		[1]		[1]
Common Stock	6,483	[2]	6,483	[2]
Additional Paid-In-Capital	2,984,953		2,984,953
Deficit Accumulated During Development Stage	(3,020,385)		(2,960,459)
Total Stockholder's Equity	(28,949)		30,977
Total Liabilities and Stockholder's Equity	$ 62,695		$ 63,208

[1] Preferred Stock: $.001 Par; 20,000,000 Shares Authorized, -0- Issued and Outstanding.

[2] Common Stock: $.001 Par; 100,000,000 Shares Authorized; 6,483,218 Issued and Outstanding at July 31, 2014 and October 31, 2013

XML

Statements of Cash Flows (USD $)	9 Months Ended		82 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
Cash Flows from Operating Activities
Net Loss	$ (59,926)	$ (2,136,376)	$ (3,020,385)
Non Cash Adjustments:
Common Stock Issued in Lieu of Services	0	334,000	1,105,736
Changes in Assets and Liabilities:
Accrued Expenses	52,818	27,762	85,049
Deferred Expenses	0	(17,695)	(62,695)
Net Cash Flows from Operating Activities	(7,108)	(1,792,309)	(1,892,295)
Net Cash Flows from Investing Activities	0	0	0
Cash Flows from Financing Activities
Cash Advance by Parent	6,595	(23,337)	6,595
Cash Proceeds from Sale of Stock	0	1,765,700	1,885,700
Net Cash Flows from Financing Activities	6,595	1,742,363	1,892,295
Net Change in Cash and Cash Equivalents	(513)	(49,946)
Cash and Cash Equivalents - Beginning of Period	513	50,489
Cash and Cash Equivalents - End of Period	$ 0	$ 543	$ 0

XML

Note 2 - Summary of Significant Accounting Policies: Financial Instruments (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Financial Instruments

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.

XML

Note 8 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

9 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

		July 31, 2014		October 31, 2013
Current	U.S.	$	---	$	---
Deferred	U.S.		---		---
Total		$	---	$	---

XML

Note 1 - The Company

9 Months Ended

Jul. 31, 2014

Notes

Note 1 - The Company

Note 1 -The Company

AFH Acquisition VII, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on September 24, 2007.  The Company is 57.84% owned by AFH Holding & Advisory, LLC (the “Parent”).  The unaudited condensed financial statements presented represent only those transactions of AFH Acquisition VII, Inc. 

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.

During October of 2012, AFH Holding& Advisory, LLC (“AFH Advisory”), a major shareholder of the Company, entered into a letter of intent (the “LOI”) and subsequent amendments with two target companies. The targets expressed a reluctance to proceed forward under the terms of the LOI, as amended. As such, there is a substantial likelihood that AFH will not effect the acquisition and that the Reverse Merger will not be consummated. For this reason, AFH has decided to pursue other targets to acquire.

The unaudited condensed financial statements of AFH Acquisition VII, Inc., (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed balance sheet information as of October 31, 2013 was derived from the audited financial statements included in Form 10-K. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended October 31, 2013, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  Certain information that is not required for interim financial reporting purposes has been omitted.

XML

Balance Sheets (Parenthetical) (USD $)	Jul. 31, 2014	Oct. 31, 2013
Statement of Financial Position
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	$ 0	$ 0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	6,483,218	6,483,218
Common Stock, Shares Outstanding	6,483,218	6,483,218

XML

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Cash and Cash Equivalents

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.

XML

Document and Entity Information	9 Months Ended
	Jul. 31, 2014	Sep. 14, 2014
Document and Entity Information:
Entity Registrant Name	AFH ACQUISITION VII, INC.
Document Type	10-Q
Document Period End Date	Jul. 31, 2014
Amendment Flag	false
Entity Central Index Key	0001420035
Current Fiscal Year End Date	--10-31
Entity Common Stock, Shares Outstanding		6,483,218
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Incorporation, State Country Name	Delaware
Entity Incorporation, Date of Incorporation	Sep. 24, 2007

XML

Note 2 - Summary of Significant Accounting Policies: Loss Per Common Share (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Loss Per Common Share

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.

XML

Statements of Operations (USD $)	3 Months Ended		9 Months Ended		82 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
Expenses
Consulting	$ 0	$ 0	$ 0	$ 1,200,000	$ 1,201,776
Reverse Merger Expenses	0	0	52,253	907,418	1,731,407
Interest	0	0	0	0	15
Legal and Professional	1,790	11,993	6,815	27,762	82,382
Office Expenses	36	30	108	496	1,393
Organizational Costs	0	0	0	0	962
Total Expenses	1,826	12,023	59,176	2,135,676	3,017,935
Net Loss for the Period Before Taxes	(1,826)	(12,023)	(59,176)	(2,135,676)	(3,017,935)
Franchise Tax	0	0	750	700	2,450
Net Loss for the Period After Taxes	$ (1,826)	$ (12,023)	$ (59,926)	$ (2,136,376)	$ (3,020,385)
Loss per Share - Basic and Diluted	$ 0.00	$ 0.00	$ (0.01)	$ (0.43)
Weighted Average Common Shares Outstanding	6,483,218	5,000,000	6,483,218	5,000,000

XML

Note 6 - Due To Parent

9 Months Ended

Jul. 31, 2014

Notes

Note 6 - Due To Parent

Note 6 – Due to Parent

Due to parent represents cash advances from AFH Holding & Advisory LLC and totaled $6,595 and $-0- as of July 31, 2014 and October 31, 2013, respectively.  AFH Holding & Advisory LLC is the majority shareholder of the Company. There are no repayment terms.

XML

Note 5 - Deferred Expenses

9 Months Ended

Jul. 31, 2014

Notes

Note 5 - Deferred Expenses

Note 5 – Deferred Expenses

Deferred expenses represents funds received by the Company for reverse merger expenses that were forwarded to the parent company and which have not yet been allocated to fees incurred with the transaction described in Note 1. It is expected that all funds will be used for expenses within the next year.

XML

Note 2 - Summary of Significant Accounting Policies: Recent Issued Accounting Standards Not Adopted (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Recent Issued Accounting Standards Not Adopted

Recent Issued Accounting Standards Not Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915). The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what material impacts it may have on the financial statements and related disclosures.

XML

Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results can differ from those estimates.

XML

Note 2 - Summary of Significant Accounting Policies: Method of Accounting (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Method of Accounting

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

XML

Note 7 - Reverse Merger Expenses

9 Months Ended

Jul. 31, 2014

Notes

Note 7 - Reverse Merger Expenses

Note 7 – Reverse Merger Expenses

Reverse merger expenses represent cash from the private placement offering (see Note 3) which were used towards fees in relation to the LOI (see Note 1). $1,200,000 of such proceeds will be kept by the parent, AFH Holding & Advisory. The $1,200,000 has been reflected as a consulting fee in the accompanying financial statements. The remaining proceeds from the Private Placement Finances was used for expenses incurred by AFH in connection with the Private Financing, the Business Combination and all related going public expenses. The expenses incurred have been reflected under Reverse Merger Expenses in the accompanying financial statements with any remainder in deferred expenses.

XML

Note 8 - Income Taxes

9 Months Ended

Jul. 31, 2014

Notes

Note 8 - Income Taxes

Note 8 - Income Taxes

The provision (benefit) for income taxes consists of the following for the three months ended July 31, 2014 and for the year ended October 31, 2013:

		July 31, 2014		October 31, 2013
Current	U.S.	$	---	$	---
Deferred	U.S.		---		---
Total		$	---	$	---

A valuation allowance for the net deferred tax assets has been recorded as it is more likely than not that these benefits will not be realized through future operations.

Deferred tax assets consist of the following as of July 31, 2014 and October 31, 2013:

	July 31, 2014			October 31, 2013
Net operating loss carryforward	$	(1,203,319)	$		(1,179,445)
general business tax credit		---			---
Accrued expenses		---			---
Other		---			---
		(1,203,319)			(1,179,445)
Valuation allowance		1,203,319			1,179,445
Total	$	---	$		---

As of July 31, 2014 and October 31, 2013, the Company had net operating loss carryforwards (“NOL”) for federal and state reporting purposes of approximately $1,203,319 and $1,179,445, respectively, which expire in various years through 2034. The Federal and state tax codes provide for restrictive limitations on the annual utilization of NOLs to offset taxable income when the stock ownership of a company significantly changes, as defined.

During the six months ended July 31, 2014 and for the year ended October 31, 2013, the valuation allowance increased by $23,874 and $851,714, respectively.

The income tax provision effective rate of 0% differs from that computed using the 31% federal income tax rate (net of state tax deduction) combined with an 8.84% California state income tax rate, due to the following:

	July 31, 2014	October 31, 2013
Tax benefit at statutory federal rate	$            (18,577)	$          (662,729)
State taxes, net of federal tax benefit	(5,297)	(188,985)
Increase (decrease) in valuation allowance	23,874	851,714
Other	---	---
Permanent Items	---	---
General business tax credit	---	---
Total	$ ---	$ ---

XML

Note 2 - Summary of Significant Accounting Policies: Development Stage (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Development Stage

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.

XML

Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method, wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The Company's short-term and long-term deferred tax liability is based on the calculation of the deferred taxes on the Company's unrealized gain on available-for-sale securities using a 40% effective tax rate based on a 31% federal income tax rate (net of state tax deduction) combined with an 8.84% California state income tax rate. The Company recognizes a deferred tax asset (through changes in the valuation allowance) for the exact amount of the deferred tax liability.  The classification of these deferred taxes is concurrent with the classification of investments for which the unrealized gain is derived. For balance sheet presentation, current deferred tax assets and liabilities have been offset and presented as a single amount and non-current deferred tax assets and liabilities within each tax jurisdiction have been offset and presented as a single amount.

When tax returns are filed, it is highly probable that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  As of July 31, 2014, the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority. The Company’s evaluation of tax positions was performed for those tax years which remain open to audit.  The Company may from time to time, be assessed interest or penalties by the taxing authorities, although any such assessments historically have been minimal and immaterial to the Company’s financial results.  In the event the Company is assessed interest and/or penalties, such amounts will be classified as income tax expense in the financial statements.

XML

Note 8 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

9 Months Ended

Jul. 31, 2014

Tables/Schedules

Schedule of Effective Income Tax Rate Reconciliation

	July 31, 2014	October 31, 2013
Tax benefit at statutory federal rate	$            (18,577)	$          (662,729)
State taxes, net of federal tax benefit	(5,297)	(188,985)
Increase (decrease) in valuation allowance	23,874	851,714
Other	---	---
Permanent Items	---	---
General business tax credit	---	---
Total	$ ---	$ ---

XML

Statements of Changes in Stockholder's Equity (USD $)	Common Stock	Additional Paid-In Capital	StockToBeIssuedMember	Stock Subscription Receivable	Accumulated Deficit during Development Stage	Total
Balance at Sep. 23, 2007	$ 0	$ 0			$ 0	$ 0
Balance, shares at Sep. 23, 2007	0
Common Stock Issued for Cash	5,000	20,000		(4,900)		20,100
Common Stock Issued for Cash, shares	5,000,000
Net Loss for the Period					(21,853)	(21,853)
Balance at Oct. 31, 2007	5,000	20,000		(4,900)	(21,853)	(1,753)
Balance, shares at Oct. 31, 2007	5,000,000
Net Loss for the Period					(7,543)	(7,543)
Cash Received for Stock Subscriptions				4,900		4,900
Balance at Oct. 31, 2008	5,000	20,000			(29,396)	(4,396)
Balance, shares at Oct. 31, 2008	5,000,000
Net Loss for the Period					(7,450)	(7,450)
Balance at Oct. 31, 2009	5,000	20,000			(36,846)	(11,846)
Balance, shares at Oct. 31, 2009	5,000,000
Net Loss for the Period					(3,577)	(3,577)
Balance at Oct. 31, 2010	5,000	20,000			(40,423)	(15,423)
Balance, shares at Oct. 31, 2010	5,000,000
Net Loss for the Period					(4,820)	(4,820)
Balance at Oct. 31, 2011	5,000	20,000			(45,243)	(20,243)
Balance, shares at Oct. 31, 2011	5,000,000
Common Stock to be Issued	0	0	966,736	(100,000)		866,736
Net Loss for the Period	0	0			(777,379)	(777,379)
Balance at Oct. 31, 2012	5,000	20,000	966,736	(100,000)	(822,622)	69,114
Balance, shares at Oct. 31, 2012	5,000,000
Common Stock Issued for Cash	908	1,814,792	(50,000)			1,765,700
Common Stock Issued for Cash, shares	907,850	0	0
Common Stock issued in Lieu of Services	575	1,150,161	(816,736)			334,000
Common Stcok Issued in Lieu of Services, shares	575,368	0	0
Net Loss for the Period					(2,137,837)	(2,137,837)
Cash Received for Stock Subscriptions	0	0	(100,000)	100,000
Balance at Oct. 31, 2013	6,483	2,984,953			(2,960,459)	30,977
Balance, shares at Oct. 31, 2013	6,483,218
Common Stock issued in Lieu of Services						0
Net Loss for the Period					(59,926)	(59,926)
Balance at Jul. 31, 2014	$ 6,483	$ 2,984,953			$ (3,020,385)	$ (28,949)
Balance, shares at Jul. 31, 2014	6,483,218

XML

Note 4 - Going Concern

9 Months Ended

Jul. 31, 2014

Notes

Note 4 - Going Concern

Note 4 -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 $3,020,385 at July 31, 2014.

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.

XML

Note 1 - The Company (Details)	9 Months Ended
	Jul. 31, 2014
Details
Entity Incorporation, State Country Name	Delaware
Entity Incorporation, Date of Incorporation	Sep. 24, 2007
Equity Method Investment, Ownership Percentage	57.84%

XML

Note 2 - Summary of Significant Accounting Policies: Organizational Costs (Policies)

9 Months Ended

Jul. 31, 2014

Policies

Organizational Costs

Organizational Costs

Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company.  Organizational costs are expensed as incurred in accordance with FASB ASC 720-15.