10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2013

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File No. 000-54354

AF OCEAN INVESTMENT MANAGEMENT COMPANY
(Exact name of small business issuer as specified in its charter)
	FLORIDA	14-1877754
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Tax. I.D. No.)
	501 Madison Ave. 14th Floor New York, New York	10022
	(Address of Principal Executive Offices)	(Zip Code)
Previous Address
(212) 729-4951
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o  No  þ

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  þ  No  o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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  þ  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes þ   No o

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 b 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 an amendment to this form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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.o	Accelerated filer.   o
Non-accelerated filer.  o (Do not check if a smaller reporting company)	Smaller reporting company.  þ

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

Yes  o  No  þ

As of June 30, 2013, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1,737,710 based upon the closing price of the Common Stock of the registrant on the OTC Bulletin Board system of $1.30.  For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.  

The number of shares outstanding of each of the issuer’s classes of common equity as of March 31, 2014 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.01 par value	92,105,466

Documents incorporated by reference:  N/A

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TABLE OF CONTENTS

Item 2—Description of Property

XBRL EXPLANATORY NOTE

Pursuant to Rule 406T of Regulation S-T, the XBRL files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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PART I

ITEM 1—BUSINESS

Business Development  

AF Ocean Investment Management Company (“AF Ocean”) was incorporated on April 2, 2003 under the laws of the State of Florida. During our nine (9) years of operation as a pizza restaurant (dba “Caramello’s Pizzeria”), we had profits and losses.  Unfortunately, the lack of improvement in the economy, specifically the restaurant industry, began to be reflected in a reduced shareholder value.

On September 21, 2011, the Board of Directors met to discuss a change in the business strategy and business model for the Company due to the current economic conditions. The Board voted to sell the restaurant assets and change the company name to “AF Ocean Investment Management Company,” which sale and name change was approved by Shareholders representing 87% of the shares issued and outstanding on September 21, 2011.

The Board believed that to protect and increase shareholder value, it would be to the advantage, welfare and best interests of the shareholders for the Company to consider alternative corporate strategies to generate new business revenue for the Company.  The Board of Directors and the Shareholders approved moving in a new direction and changing the name of the Company to reflect the new direction and mission.  The approved new strategic direction of the Company was to promote business relations and exchanges between Chinese and U.S. companies, facilitating international mergers and acquisitions, and increasing co-operation between Chinese companies and Wall Street financial institutions.  The new mission is to help Wall Street investors identify and work with respectable and reputable Chinese counterparts and companies and assist Chinese corporations to understand that the only way to benefit from the world’s biggest capital market is through strict and consistent adherence to the rules and regulations that govern companies listed on American stock exchanges.  

In light of the current international economic conditions the management of the company has modified the strategic objectives of the corporation.  While management still believes that there will be opportunities to work with Chinese companies, management believes that the services that it provides will be expanded to a true international market.  To that end management has begun to explore opportunities throughout Southeast Asia as well as Russia, Canada, Europe and the United States.

Our Business

(1) Principal Products or Services and Their Markets

We provide business consulting services to companies that need assistance in determining the correct strategic direction for their organization; business valuation to position the company for sale or to prepare a business plan to raise capital; market position and market penetration; and the use of going public as a strategy for the current owners of the business if it is privately held.

Management expanded the target market of the People’s Republic of China to accepting business from companies located anywhere is the world.  This was done to have the availability of more and potentially longer term consulting agreements with companies needing a consulting firm with international contacts and experience.  We will also make use of our website, www.afocean.com, for marketing our services to and for communicating with potential and current clients.  

Management is in the process of selecting individuals to become members of our Board of Directors as well as new employees to provide the quality services that we offer.  

Since we are in a recessionary period our large competitors have chosen to retrench and focus their resources on companies generally located outside of China.  Due to the adverse publicity received by numerous Chinese companies that were listed on U.S. markets investors and the buying public in general have shown a propensity to work with companies or purchase from companies other than from the People’s Republic of China.  Even though economic date shows that of the total of U.S. imports from China are approximately 3% of our total imports the negative publicity has caused a backlash for companies doing business with their Chinese counterparts.

(2) Distribution Methods of Our Products

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Our services will be provided on the location of the client primarily.  Where research and the development of financial information is necessary we may perform these functions at our offices so that we may involve our full staff to provide the most complete service possible.

Clients will be able to direct where we perform our services to the extent that they are willing to pay the necessary travel and related expenses.  We anticipate that as a new business consulting firm most of our work will be performed at our client’s location initially until we have built a reputation of providing quality services to a variety of international clients.

(3) Status of Any Publicly Announced New Product or Service.

We have not developed any new or unique products or services that would make us stand above our competition. We do believe however that our ability to penetrate the Chinese market due to our extensive contacts in China may be an advantage for our company.

(4) Our Competition

Our competitors are all larger than we are and far more established so that barrier to entry into the international business consulting market will be a formidable one.  Since 2008 we have seen major changes in our industry such as the demise of one of the largest international consulting firms.  There still remain several large firms that not only serve clients internationally but also have a presence in the People’s Republic of China.  The companies that are able to maintain offices in China will have a geographical advantage over us.  The extent of this advantage is difficult to measure as a presence in China does not necessarily translate into more business due to how Chinese companies do business.

We do believe that our large competitors have other advantages.  They have more capital and resources to advertise and to market their businesses.  They have larger staffs and most likely are able to complete many tasks in a shorter period of time.  Due to their larger capital base they are able to attract staff that may be better educated and trained.

 (5) Sources and Availability of Raw Materials

At this time we do not see a critical dependence on any supplier(s) that could adversely affect our operations.  

(6) Dependence on Limited Customers

We do not have any limitation on customers at this time.  Presently we are soliciting business outside of our immediate area.  We have concentrated our efforts over the last year and a half in trying to gain entry into business in Southeast Asia.  Since we have modified our business plan to include working with companies anywhere in the world we have redesigned our website to become more internationally known by companies seeking our type of consulting services.

(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

At the present time we own the domain name, www.afocean.com.  We may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take action to protect our unpatented trade secrets and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guaranty that:

·

These agreements will not be breached;

·

We would have adequate remedies for any breach; or

·

Our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or duplication of our products and services by others or prevent others from claiming violations of their trade secrets and proprietary rights.

(8) Need for Government Approval of Principal Products or Services

None of the services we offer require specific government approval. Local government rules may dictate the need for a business license.

(9) Government Regulation

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As a company specializing in consulting services we are subject to a limited variety of local, state, and federal regulations.   As a Florida corporation we must file an annual report with the Department of State in Florida.  There are no federal or state regulations that require a special business license for our services.

While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulations applied to businesses, such as payroll taxes on the state and federal levels. In general, our services and activities are subject only to local business licensing requirements.

 (10) Research and Development during Our Last Two Fiscal Years

During the last two fiscal years we do not know of any specific research and development that took place.  Since the change in control in September of 2011 we have begun researching the development of business services to be offered.  The cost of our research and development is limited and we do not feel the cost of developing additional services will have any significant impact on our profitability.

In addition to researching new business services to offer our potential clients, we are continually researching small changes to our business model.  This would include pursuing clients internationally as well contracting our services to our larger competitors.

(11) Cost and Effects of Compliance with Environmental Laws

As a business consulting firm we are not subject to federal, state or local environmental laws.  

(12) Our Employees

As of December 31, 2013 there were six (6) full-time paid employees.  Our President, Andy Z. Fan, the majority shareholder in AF Ocean, devotes a minimum of 40 hours per week to the Company.  As the business increases, he will delegate more of his work to new employees yet to be hired.  

Reports to Security Holders

We file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any document that we file at the SEC’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC’s web site at <www.sec.gov>. As a reporting company with the SEC, our information is available through the Internet site maintained by the SEC that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  This information may be found at www.sec.gov.

We are required by the Florida Revised Statutes to provide annual reports to the Florida Department of State, Division of Corporations; however the reports do not include any financial information.  These are available to the public at www.sunbiz.org.  At the request of a shareholder, we will send a copy of an annual report to include audited financial statements.

ITEM 1A—RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks, as described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred both profits and losses from inception while realizing our revenues and we may never generate substantially more revenues or be profitable in the future.

Risks Relating to Our Business

Economic events have adversely impacted our business and results of operations and may continue to do so.

Many parts of the world including the United States are currently in a recession and we believe that these weak general economic conditions will continue through the end of 2014 and most likely beyond. The ongoing impacts of the housing crisis, high unemployment and the rising of commodities prices may further exacerbate current economic conditions that impact our business. As the economy struggles, businesses may become more apprehensive about the economy and/or related factors, and may reduce their level of spending on retaining outside consultants. A decrease in spending due to lower business to business spending or a lack of confidence in the economy could impact the frequency with which our potential clients retain outside consultants thereby decreasing

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our revenues and negatively affecting our operating results. Additionally, we believe there is a risk that if the current negative economic conditions persist for a long period of time and become more pervasive, businesses might make long-lasting changes to their budgets on a more permanent basis.

Current general business economic conditions could reduce our client availability which would have an adverse effect on our revenues.

We are susceptible to economic slowdowns. In particular, our business caters primarily to businesses that have a need for outside consulting services. We believe that the majority of our revenues will be derived from businesses with the working capital to retain our services. Accordingly, we believe that our business is particularly susceptible to any factors that cause a reduction in working capital. We also believe that companies generally are more willing to make discretionary decisions, including the retention of outside consultants, during periods in which favorable economic conditions prevail. The changes in working capital, as a result of the current economic slowdown and reduction in consumer confidence will adversely affect our revenues.

The future performance of the U.S. economy and global economies are uncertain and are directly affected by numerous global and national factors, in addition to other factors that are beyond our control. These factors, which also affect discretionary consumer spending, include among other items, international, national, regional and local economic conditions, disposable consumer income, consumer confidence, terrorist attacks and the United States’ participation in military actions. We believe that these factors have adversely impacted our business and, should these conditions continue, worsen or be perceived to be worsening or should similar conditions occur in the future, we would expect them to continue to adversely impact our business.

There are factors both within and without our control that can cause our results of operations to fluctuate significantly.

A number of factors have historically affected, and will continue to affect, our company’s revenue including, among other factors:

·

our ability to execute our business strategy effectively;

·

competition;

·

business trends; and

·

general international, national, regional and local economic conditions.

Our results of operations and revenues could be adversely affected by our inability to expand our company operations.

There are factors which may impact the amount of time and money required for the expansion of our company business, including but not limited to, business working capital, include among other items, international, national, regional and local economic conditions, consumer confidence, terrorist attacks and the United States’ participation in military actions.

Our growth depends on our ability to expand and operate profitably.

Our ability to expand is dependent upon a number of factors, some of which are beyond our control, including but not limited to our ability to:

·

develop additional sources of marketing that are within our budgetary constraints;  

·

raise, borrow or have available an adequate amount of money for expansion costs;

·

hire, train and retain the skilled management and other employees necessary to meet staffing needs in a timely manner;

·

successfully promote our business and compete in the consulting market.

Our existing personnel, management systems, financial controls, information systems and other systems and procedures may be inadequate to support any expansion, which could require us to incur substantial expenditures that could adversely affect our operating results.

Our company may not be able to compete successfully with other consulting firms and, as a result, we may not achieve our profitability.

Our industry is intensely competitive with respect to price and quality of service.  We compete with national and regional firms as well as independently owned small to medium size business consulting firms.  Compared to our business, our competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established in the market where our business is located.

Our success depends in part upon the continued use of outside consulting firms by businesses.

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Shifts in business preferences away from outside consulting services could materially adversely affect our operating results. The consulting industry is characterized by the continual introduction of new concepts and is subject to rapidly changing business preferences. Our success depends in part on our ability to anticipate and respond to changing business preferences.

Continued expansion by our competitors in the consulting services industry could prevent us from realizing anticipated benefits from growth in our company revenue.

Our competitors have commenced operations overseas in many of the geographical locations that we are targeting and a key element of our strategy is to expand our sales in these markets. If we overestimate demand for services or underestimate the popularity of our competitors’ services, we may be unable to realize anticipated revenues from expansion into other markets. Similarly, if one or more of our competitors open new offices in our existing markets, revenues in our company may be lower than we expect. Any unanticipated slowdown in demand due to industry growth or other factors could reduce our revenue and results of operations, which could cause our revenue to decline substantially.

Material weaknesses in our financial reporting may cause us to restate our financial statements in the event we discover such weaknesses and are determined to not be acceptable to financial reporting requirements.

We have the responsibility to review the internal controls over financial accounting.  During this review material we may discover material weaknesses that could cause us to have to restate our financial statements.  This could cause us to expend additional funds that would have a material impact on our ability to generate profits and on the profits of past operations.

Taxing authorities may select to audit our federal, state and/or local tax returns from time to time, which may result in tax assessments and penalties that could have an adverse effect on our results of operations and financial condition.

We are subject to federal, state and local taxes in the U.S. Although we believe that our tax reporting is reasonable, if any taxing authority disagrees with the positions taken by the Company on its tax returns, we could have additional tax liabilities, including interest and penalties, which, if material, could have an adverse impact on our results of operations and financial condition.

Increases in the prices of labor could reduce our operating margins and our revenues.

We will have the need to hire additional qualified personnel in the future and the cost of these individuals may be higher than anticipated due to demand from competitors. Our labor costs will represent a large portion of our gross revenues. If the cost of labor increases in the future and we choose not to pass, or cannot pass, these increases on to our clients, our operating margins would decrease, perhaps materially.

Our operating results may fluctuate significantly due to economic conditions that make it more difficult for us to predict accurately and address in a timely manner factors that may have a negative impact on our business.

Our business is subject to economic fluctuations that may vary greatly depending upon the national and international business climate. These fluctuations can make it more difficult for us to predict accurately and address in a timely manner factors that may have a negative impact on our business. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year

Our results of operations are affected by a variety of factors, including decreasing stock markets and have fluctuated significantly in the past and can be expected to continue to fluctuate significantly in the future while the recession continues.

We anticipate that our results of operations will fluctuate significantly and can be expected to continue to fluctuate significantly in the future. Our results of operations are affected by a variety of factors, including:

·

the timing of office openings by competitors;

·

changes in business to business preferences;

·

general economic conditions;

·

stock market conditions; and

·

actions by our competitors.

Negative factors or publicity surrounding our business or the consulting industry generally could adversely affect business decisions, which could reduce our sales and make our brand less valuable.

It is our belief that our competitive strengths include the quality of our personnel and their skills. Therefore we believe that adverse publicity relating to our company and its personnel or other similar concerns affects us more than it would competitors that compete primarily on other factors. Any shifts in business preferences away from the kinds of services we offer would make our firm less appealing and adversely affect our revenues.

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We may incur additional costs or liabilities and lose revenues impacting operating results as a result of litigation and government regulation affecting the operation of our business.

Our business is not subject to extensive federal, state, and local government regulation.  To the extent that new governmental regulations impose material additional obligations on us, it could cause us to increase the fees we charge our clients.

The costs of operating our business may increase if there are changes in laws governing minimum hourly wages, working conditions, overtime, health care, workers’ compensation insurance rates, unemployment tax rates, sales taxes or other laws and regulations such as those governing access for the disabled, including the Americans with Disabilities Act. If any of these costs were to increase and we were unable to offset the increase by increasing our prices or by other means, this could have a material adverse effect on our business and results of operations.

The failure to enforce and maintain our intellectual property rights could enable others to use names confusingly similar to AF Ocean Investment Management Company and other names and marks used by us, which could adversely affect the value of the Ocean’s brand.

We have not registered the “AF Ocean” mark used by our companyas a trade name in Florida or any state or the United States Patent and Trademark Office. The success of our business depends on our continued ability to use our existing trade name in order to increase our brand awareness. In that regard, we believe that our trade name is valuable asset that is critical to our success. The unauthorized use or other misappropriation of our trade name could diminish the value of our business and may cause a decline in our revenue.

Any new indebtedness may adversely affect our financial condition, results of operations, limit our operational and financing flexibility and negatively impact our business.

Any revolving credit facility, and other debt instruments we may enter into in the future, may have negative consequences to the Company, including but not limited to the following:

·

our ability to obtain financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

·

we may use a substantial portion of our cash flows from operations to pay interest on any new indebtedness, which will reduce the funds available to us for operations and other purposes;

·

our level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt;

·

our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; and

·

our level of indebtedness may make us more vulnerable to economic downturns and adverse developments in our business.

We expect that we will depend primarily upon our operations to provide funds to pay our expenses and to pay any amounts that may become due under any new credit facility and any other indebtedness we may incur. Our ability to make these payments depends on our future performance, which will be affected by various financial, business, economic and other factors, many of which we cannot control.

We depend on the services of key a key executive, the loss of whom could materially harm our business and our strategic direction if we were unable to replace them with executives of equal experience and capabilities.

Our senior executive, Andy Fan is important to our success because he is instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging any necessary financing. Losing the services of Mr. Fan could adversely affect our business until a suitable replacement could be found.  Mr. Fan is not bound by an employment agreement with us. We do not maintain key person life insurance policies on any of our executives.

We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. We estimate that it will cost approximately $15,000 annually to maintain the proper management and financial controls for our filings.  In addition, as a public company we are required to document and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, so that our management can certify as to the effectiveness of our internal controls and our independent registered public accounting firm can render an opinion on the effectiveness of our internal controls over financial reporting, which requires us to document and test the

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design and operating effectiveness of our internal controls over financial reporting. If our management is unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot render an unqualified opinion on the effectiveness of our internal controls over financial reporting, or if material weaknesses in our internal controls are identified, or if we fail to comply with other obligations imposed by the Sarbanes-Oxley Act rules relating to corporate governance matters, we could be subject to regulatory scrutiny and a loss of public confidence, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

We do not have current insurance policies that may provide adequate levels of coverage against claims and we may incur losses without such insurance.

We do not maintain insurance coverage that is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. For example, we believe that insurance covering liability for violations of wage and hour laws is generally not available. These losses, if they occur, could have a material adverse effect on our business and results of operations.

Risks Relating to our Common Stock

Our future results may vary significantly in the future which may adversely affect the price of our common stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our common stock may decline significantly.

We do not anticipate paying cash dividends for the foreseeable future, and therefore investors should not buy our stock if they wish to receive cash dividends.

No dividends were declared during 2013 and 2012.  Since our reclassification to a “C” corporation we have not paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

If we fail to continue to comply with the listing requirements of the OTCBB, the price of our common stock and our ability to access the capital markets could be negatively impacted.

Our common stock is currently listed on the OTCBB and the OTC Markets. We are subject to certain continued listing standards. We cannot provide any assurance that we will be able to continue to satisfy the requirements of the OTCBB’s and the OTC Market’s continued listing standards. A delisting of our common stock could negatively affect the price and liquidity of our common stock and could impair our ability to raise capital in the future.

Our stock price will be extremely volatile.

The trading price of our common stock will be subject to wide fluctuations in response to announcements of our business developments or those of our competitors, quarterly variations in operating results, and other events or factors. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. Such broad market fluctuations may adversely affect the price of our stock.

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.

We are authorized to issue up to 5,000,000,000 shares of common stock, of which 92,105,466shares of common stock are issued and outstanding as of December 31, 2013. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

Since our securities are subject to penny stock rules you may have difficulty selling your shares.

Our shares of common stock are “penny stocks” and are covered by Section 12(g) of the 1934 Securities and Exchange Act which imposes additional sales practices which requires broker/dealers who sell AF Ocean Investment management Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and furnishing monthly account statements.  For sales of our securities a broker/dealer must

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make a special suitability determination and receive from its customer a written agreement prior to making a sale.  The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

Our Amended and Restated Articles of Incorporation provide for one class of blank check preferred stock solely at the discretion of the Board of Directors.

Our Board of Directors may, at its sole discretion, issue stock from our authorized blank check preferred class.  Shareholders do not have any control regarding the issuance of any shares from this class and may be adversely affected by any such issuance or subsequent sale in the form of dilution, voting, and value of their shares.  The preferred shares may also be issued with preferences or rights that may adversely affect the holders of our common stock.

At the present time the majority shareholder Mr. Andy Z. Fan provides his services with nominal pay and may not be able to continue his services without additional compensation.

Since our company is now operating with earnings and cash flows to support small officer and director salaries, our Officer is receiving nominal compensation.  Our Chairman is currently compensated at the rate of $32,500 per year, which compensation will be adjusted annually based on individual performance and performance of the Company.  Revenues and earnings, as well as sufficient cash flow, will be considered when determining any change in the salary available to our officer and director.  Cash flows must be sufficient to meet the monthly cash needs of the business.  Until then, there is a risk that our officers and directors may need to find work elsewhere to supplement their income, distracting them from company operations.

ITEM 2—PROPERTIES

The Company rents corporate office space in New York at 501 Madison Ave, 14^th Floor, New York, New York 10022 and in Florida at 6371 Business Blvd., Suite 200, Sarasota, Florida 34240.  Our telephone number is (212) 729-4951; the company’s website address is www.afocean.com.

We also rent space in Shanghai, China for our wholly owned subsidiary, AF Ocean Investment Management (Shanghai) Co., Ltd., at No. 99 Fucheng Rd., Suite 1122,b11/F Aurora Plaza, Pudong New District, Shanghai, Zip 200120, China.  The telephone number is 021-60589173.

ITEM 3—LEGAL PROCEEDINGS

There is no pending litigation by or against us.

ITEM 4—MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is currently quoted on the Over the Counter Bulletin Board (OTCBB) under the symbol “AFAN.”  The price of the last sale of our stock at market closing occurred on February 18, 2014 and was $1.00 per share.

As the market for our shares develops, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other consulting services or accounting related business services, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for business services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.

Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results.  These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock. 

Cash dividends have not been paid during the last three (4) years. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

During the year ended December 31, 2013, the Company issued a total of 84,777,746 shares of stock. Of the 84,777,746 shares issued, 50,000,000 shares were issued (at a par value of $.01) for the acquisition of the Hong Kong company. Another 3,533,746 shares were issued (at a par value of $.01) to convert debt to equity; 3,264,000 shares were issued (at par value of $0.01) for cash; 20,000 shares were cancelled and money was returned to the shareholder; 28,000,000 shares were issued (at a par value of $.01) to a shareholder for subscription.

We had three hundred and fifty eight (358) stockholders of record of our common stock as of December 31, 2013.  The CUSIP number for our common stock is 00107N 101.

ITEM 6—SELECTED FINANCIAL DATA

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K and as such, are not providing the information contained in this item pursuant to Item 301 of  Regulation S-K.

ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our financial statements and the notes thereto.

Forward-Looking Statements

This annual report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional

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competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, uncertainties related to China’s legal system and economic, political and social events in China, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to “AF Ocean” “we,” “us,” or “our” and the “Company” are references to the business of AF Ocean Investment Management Company.   

Use of GAAP Financial Measures

We use GAAP financial measures in the section of this quarterly report captioned “Management’s Discussion and Analysis or Plan of Operation.” All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.

Overview

This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

General

We are an operating company that is seeking to commence operations in the business consulting services. We have an operating history and have generated revenues from our prior business model activities that have produced both net incomes and losses in the periods in which we have been fully operational. 

Our Board of Directors believes that we can operate as a business consulting firm during the next twelve months.  A change in the strategic business direction of the Company may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any strategic change in operations is largely dependent on factors beyond our control such as the market for our services.   We may raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company.

Employees

As of December 31, 2013, there were five (5) full time employees (two (2) in Shanghai for AF Ocean Investment Management (Shanghai) Co., Ltd.,  and three (3) in Florida for AF Ocean).  This does not include the one officer who runs the corporation.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.  Our actual results could differ from those estimates.  To be as accurate with our estimates as possible, we use our historical data to forecast our future results.  Deviations from our projections are addressed when our financials are reviewed on a monthly basis.  This allows us to be proactive in our approach to managing our business.  It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

Management does not believe that our actual results are related to any sensitivity in estimates made by management.  The year-end consistency of our results has shown that our prior year’s historical data is the best projector of our future results.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary

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differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation (“FIN”) 48, “Accounting for Uncertainty in Income Taxes” (codified primarily in FASB ASC Topic 740, Income Taxes) which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) 109, “Accounting for Income Taxes” (codified primarily in FASB ASC Topic 740, Income Taxes). FIN 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.  Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We adopted FIN 48 effective January 1, 2007.  As a result of the implementation of FIN 48, the Company recognized no increase in the liability for unrecognized tax benefits.

Impairment of Long-Lived Assets

Generally accepted accounting principles in the United States require that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. The adoption of SFAS No. 144 has not materially affected the Company’s reported earnings, financial condition or cash flows.

Results of Operations

The following table provides a summary of the results of operations for our last two full fiscal years.

Table 1.0 Summary of Results of Operations

PERIOD		LOSS FROM OPERATIONS		TOTAL OTHER (EXPENSE)		NET (LOSS)		FOREIGN CURRENCY GAIN		COMPREHENSIVE LOSS
December 31, 2013	$	(62,858)	$	(18,624)	$	(81,482)	$	296	$	(81,186)
December 31, 2012	$	(625,521)	$	(19,225)	$	(644,747)	$	231	$	(644,516)

Liquidity and Capital Resources

As of December 31, 2013, we had cash and cash equivalents of $569,825.  

We changed to our current business model on September 19, 2011.  Since then, we incurred additional liabilities that made our company illiquid while pursuing the new business.

In the event we are unable to generate sufficient funds to continue our business efforts or if the company is pursued by a larger company for a business combination we will analyze all strategies to continue the company and maintain or increase shareholder value.  Under these circumstances we would consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination for the purposes of continuing the business and maintaining or increasing shareholder value.  Management believes its responsibility to maintain shareholder value is of paramount importance, which means the Company should consider the aforementioned alternatives in the event funding is not available on favorable terms to the Company when needed.

Results of Operations for the years ended December 31, 2013 and 2012

The following tables set forth key components of our results of operations and revenue for the periods indicated in dollars.

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Table 2.0 Comparison of our Statement of Operations for the Years Ended December 31,

		2013		2012		%Change
Revenue:	$	585,000	$	135,000	$	333%
General and administrative expense	$	643,587	$	757,389	$	-84%
Depreciation and amortization	$	4,271	$	3,132	$	1%
Loss from operations	$	(62,858)	$	(625,521)	$	417%
Other income (expense):
Amortization of debt discount	$	(27,044)	$	(24,909)	$	-2%
Interest expense	$	(5,000)	$	(2,397)	$	-2%
Interest income	$	386	$	251	$	0%
Other	$	13,034	$	7,830	$	4%
Total other income (expense), net	$	(18,624)	$	(19,225)	$	0%
Net income (loss)	$	(81,482)	$	(644,747)	$	417%
Foreign currency translation	$	296	$	231	$	0
Comprehensive income	$	(81,186)	$	(644,516)	$	417%
Income (loss) per share: basic and diluted	$	(0.00)	$	(0.13)

Income (Loss) from Operations. For the year ended December 31, 2013, total revenue was $585,000 compared to $135,000 for the year ended December 31, 2012.  The total loss from operations was ($62,858) for the year ended December 31, 2013 compared to ($625,521) for 2012. All revenue generated in the current year was directly attributable to the operations of the consulting business and acquisitions.  

Operating Expenses. The decrease in expenses is due to no stock based compensation expense in the year ended December 31, 2013 compared to $380,686 in stock based compensation in the year ended December 31, 2012.

Net Income (Loss). As a result of the factors described above, net loss decreased from ($644,516) for the year ended December 31, 2012 to ($81,186) for the year ended in 2013.

Liquidity and Capital Resources

General. At December 31, 2013, we had cash and cash equivalents of $569,826. We met our cash needs through a combination of cash flows from consulting activities, through shareholder loans, and acquisitions.  Our cash requirements are generally for professional services and general and administrative activities.   We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used cash of $360,308 for the year ended December 31, 2013.  The principal elements of cash flow from operations for the year ended December 31, 2013 included deferred revenue of $180,000 and accounts receivable of $135,000.  Although we had $585,000 in revenue for the year ended December 31, 2013, our operations will continue to be supported through loans from the majority shareholder in the coming year.

Our investing activities used cash of $21,899 for the year ended December 31, 2013.

Cash provided by our financing activities was $549,225 and $773,279 for the years ended December 31, 2013 and 2012, respectively.

As of December 31, 2013, current assets exceeded current liabilities by $584,053. Assets increased from $718,693 at December 31, 2012 to $1,049,949 at December 31, 2013, and liabilities decreased from $493,328 at December 31, 2012 to $132,085 at December 31, 2013.

Table 3.0 Cash Flow Summary for the years ended December 31,

	2013	2012
Cash used in operating activities	$        (360,308)	$        (55,046)
Cash used in investing activities	(21,899)	(319,315)
Cash provided by financing activities	549,226	773,279
Foreign currency translation	296	231
Net changes to cash	$         167,315	$       399,149

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Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company had revenue of $585,000 and net loss of $81,482 for the year ended December 31, 2013 compared to revenue of $135,000 and net loss of $644,747 for the year ended December 31, 2012.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company has been highly dependent on shareholder loans to fund the operations.  The Company’s continuation as a going concern is dependent upon its ability to bring in income from its consulting and its ability to continue receiving loans from its shareholders. No assurance can be given that the Company will be successful in these efforts.

Inflation  

Inflation does not materially affect our business or the results of our operations.

Recent Accounting Pronouncements

The Company has carefully considered the new pronouncements that altered generally accepted accounting principles.  The Company does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term, other than the following as reported in our financial statements:

Impairment of Long-lived Assets.  Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

Revenue Recognition.  Revenue from consulting services is recognized according to the terms of the consulting agreement.  Generally, consulting revenue will be recognized over the term of the agreement.  At times deposits or prepayments may result in deferred income which will be recognized into income as the services are performed.  

Share-based Compensation.  The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following discussion about the Company’s market rate risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.

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In general, business enterprises can be exposed to market risks, including fluctuation in commodity and raw material prices, foreign currency exchange rates, and interest rates that can adversely affect the cost and results of operating, investing, and financing. In seeking to minimize the risks and/or costs associated with such activities, the Company manages exposure to changes in commodities and raw material prices, interest rates and foreign currency exchange rates through its regular operating and financing activities. The Company does not utilize financial instruments for trading or other speculative purposes, nor does the Company utilize leveraged financial instruments or other derivatives.

Our operations are conducted primarily in the United States and are not subject to foreign currency exchange rate risk. Some of our products are sourced internationally and may fluctuate in cost as a result of foreign currency swings, however, we believe these fluctuations have not been significant.

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the index to our financial statements in Item 15 and the financial statements and notes that are filed as part of this Annual Report on Form 10-K following the signature page and incorporated herein by this reference.

ITEM 9—CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.

On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to DKM Certified Public Accountants.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.

ITEM 9A—CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission 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 disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2013.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer, as appropriate, to allow timely discussions regarding required disclosure due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we

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believe that the consolidated financial statements included in this Amended Annual Report fairly present in all material respects, our financial condition, results of operations, and cash flows as of and for the year presented.

Management Report on Internal Control Over Financial Reporting

The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the board of directors regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5) or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Auditor Attestation

This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the year ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B—OTHER INFORMATION

There is no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2013 but not reported, whether or not otherwise required by this Form 10-K.

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PART III

ITEM 10.—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The name and age of our director and executive officer is set forth below. Our By-Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The Corporation expects at this time that Mr. Andy Z. Fan will serve on each of its Nominating and Corporate Governance, Compliance and Ethics, Compensation, and Audit Committees.  Mr. Andy Z. Fan entered into a compensation agreement with the Corporation in October of 2013.

Table 4.0 Directors and Executive Officers

Name	Age	Position	Any arrangements or understanding pursuant to which he or she was selected as director
Andy Fan	49	President, CEO, Chairman of the Board of Directors, and Treasurer	None
Tina Donnelly	39	Secretary*	None

*As of December 31, 2013, Mr. Fan was Secretary; Ms. Donnelly subsequently replaced Mr. Fan upon her appointment as Secretary on February 24, 2014.

Background of Executive Officers and Directors

Andy Z. Fan

Mr. Fan was appointed as Director and Chairman of the Board of Directors on September 15, 2011 and then appointed as President and CEO on October 7, 2011.  

Mr. Andy Z. Fan is a prominent Chinese-American businessman with outstanding connections with the Chinese government, long standing relationships with Chinese media, and has a strong fan base in China where he has appeared in various forms of media over the past few years. He was once the interpreter for China's Head of State, Prime Minister Li Peng. Later, he was awarded a full scholarship to study on the graduate level in the U.S., and was introduced to former U.S. President Bill Clinton by the University President and served as Clinton's Chinese interpreter.   

Mr. Fan is currently Chief Executive Officer, President, Principal Financial Officer, and Director of Sichuan Leaders Petrochemical Company [OTCBB:SLPC].  Sichuan Leaders Petrochemical Company has determined that the various opportunities in the petrochemical field in Asia are expanding.  To take advantage of this opportunity the company will be exploring the acquisition of companies that are wholesaling and retailing petroleum based products to be used in the automotive industry and beyond.

Mr. Fan is currently President, Director and Chairman of the Board of ChinAmerica Andy Movie Entertainment Media Co. [OTCBB:CAME].  The primary focus of the Company is on the development, production and distribution of movies and documentaries.  ChinAmerica will be focused on exporting the cultural heritage of the People’s Republic of China.  

Mr. Fan is currently President and Director of Top To Bottom Pressure Washing, Incorporated [OTCBB: TOPW].  The primary focus of Top To Bottom Pressure Washing is the understanding the importance and value of maintaining a clean environment. The cleanliness of your home or office can speak volumes about you and leave a lasting impression on friends, family, clients and coworkers. Top To Bottom Pressure Washing uses the latest technology and pressure cleaning equipment to provide unparalleled cleaning results, guaranteed to leave your roofs and driveways looking revived and refreshed.

In 2008, Mr. Fan founded and was the chairman and CEO of American Pacific Rim Commerce Group [OTC Greys: APRM], a start-up company with the purpose of providing an on-line marketplace for trade between U.S. small and mid-size businesses and Chinese businesses and consumers. In 2009, Mr. Fan was appointed to the Board of Directors of One World Ventures, Inc. [OTC Pinks: OWVI], a holding company with management resourced in Asia and the United States that invests in technologies, communities and systems that facilitate trade, finance, communication, and travel across international boundaries, cultures and languages.

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Tina Donnelly

Ms. Donnelly was appointed as Secretary on February 24, 2014.

Since June 12, 2012, Ms. Donnelly, age 38, has been employed by AF Ocean Investment Management Company as its Accounting Supervisor. She has over fifteen (15) years of accounting experience.    Her skills include working with financial professionals such as C.P.A.’s and Public Company Accounting Oversight Board (PCAOB) Auditors.  She was also appointed corporate secretary of Sichuan Leaders Petrochemical Company [OTC:SLPC] on February 24, 2014, ChinAmerica Andy Movie Entertainment Media Co. [OTC:CAME] on February 24, 2014, and Top to Bottom Pressure Washing Inc. [OTC:TOPW] on March 7, 2014.  Prior to June 12, 2012, Ms. Donnelly ran the accounting departments for the following private companies:  Wave, LLC, Tags4Fun, LLC, and Sarasota Business Rentals.

Section 16(a) Beneficial Owner Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and any persons who beneficially own more than 10% of our capital stock to file with the Commission (and, if such security is listed on a national securities exchange, with such exchange), various reports as to ownership of such capital stock. Such persons are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon reports and representations submitted by the directors, executive officers and holders of more than 10% of our capital stock, other than discussed below, all Forms 3, 4 and 5 showing ownership of and changes of ownership in our capital stock during 2013 were timely filed with the Commission.

Mr. Andy Fan, officer, director and greater than 10% shareholder, failed to timely file four (4) transactions which should have been reported on Form 4 during the year ended December 31, 2013. These transactions were subsequently reported in a Form 5 filed February 14, 2014.

Mr. Li Mingxing failed to file a Form 3 for his acquisition of greater than 10% interest in the Company on July 9, 2013.

Code of Ethics

The Company has adopted a code of ethics that applies to its Chief Executive Officer and other senior financial officers, which group includes the Company’s principal executive officer, principal financial officer and principal accounting officer. Our Code of Ethics is accessible at our Internet website, www.afocean.com. The Company intends to disclose future amendments to, or waivers from, certain provisions of its code of ethics, if any, on the above website within four business days following the date of such amendment or waiver.

Audit Committee

We do not have an audit committee that is comprised of any independent director. As a company with less than $2,000,000 in revenue we rely on our Chief Financial Officer, Andy Z. Fan, for our audit committee financial expert as defined in Item 407(d) of Regulation S-X. Our Board of Directors acts as our audit committee. The Board has determined that the relationship of Mr. Fan as our company CFO and our audit committee financial expert is not detrimental to the Company. Mr. Fan has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer’s financial statements; an understanding of internal control over financial reporting; and an understanding of audit committee functions. Mr. Fan has gained this expertise through her experience as our CFO and through his formal education. He has specific experience coordinating the financials of the Company with public accountants with respect to the preparation, auditing or evaluation of the Company’s financial statements.

The board of directors is currently developing a written charter which will be available on our corporate website, which is www.afocean.com. The audit committee will review the charter and propose necessary changes to the board on an annual basis.

AUDIT COMMITTEE REPORT

For the fiscal year ended December 31, 2013, the audit committee has:

·

reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2013;

·

discussed with DKM, the independent auditors for fiscal year 2013, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, as adopted by the Public Company

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Accounting Oversight Board in Rule 3200T, as superseded by Statement on Auditing Standards No. 115, Communicating Internal Control Related Matters Identified in an Audit (AU Section 325); and

·

 received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence, and has discussed with the independent auditors their independence.

On the basis of the reviews and discussions referenced above, the audit committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 for filing with the Securities and Exchange Commission.

 MEMBERS OF THE AUDIT COMMITTEE

o

Andy Z. Fan, Director

ITEM 11.—EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s compensation arrangements with its named executive officers are designed to attract and retain the best available personnel for positions of substantial responsibility with the Company.  In addition, these arrangements have been developed to provide additional incentive to the Company’s key employees and promote the success of the Company’s business.

The compensation arrangements consist of two components.  The first component is base compensation (or “salary”) and the second component is the stock option plan.

Base Compensation

The following table sets forth information concerning the compensation of our Chief Executive Officer, and the most highly compensated employees and/or executive officers who served at the end of the fiscal years December 31, 2013 and 2012, and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2013 and 2012, for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the “Named Executive Officers.”

Table 5.0 Summary Officer Compensation

Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Com-pensation ($)	Non-Qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Andy Z. Fan, President	2013	6,167	0	0	0	0	0	0	6,167
	2012	0	0	0	0	0	0	0	0
Diane J. Harrison, former Secretary, Treasurer	2013	0	0	0	0	0	0	0	0
	2012	0	0	0	0	0	0	0	0

¹ Mr. Fan entered into an employment contract with the Company on September 30, 201, retroactive to September 1, 2013. The Contract is for compensation to Mr. Fan as President in the nominal amount of $30,000 a year for a period of five (5) years.  A stock options and/or warrants program may be developed in the future.

²  Ms. Harrison resigned July 8, 2013.

The base compensation for the Named Executive Officers is reviewed every two years and adjustments are made based upon performance.

Equity Based Compensation

The following table sets forth the unexercised options; stock that has not vested; and equity incentive plan awards for each named executive officer outstanding as of the end of December 31, 2013:

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Table 6.0 Outstanding Equity Awards at December 31, 2013

	OPTION AWARDS					STOCK AWARDS
Name	Number of securities underlying unexercised options (#) Exercisable	Number of securities underlying unexercised options (#) Unexercisable	Equity incentive plan awards:  Number of securities underlying unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested (#)	Equity incentive plan awards:  Number of unearned shares, units or other rights that have  not vested (#)	Equity  incentive plan awards:  Market or payout value of unearned shares, units or other rights that have not vested ($)
Andy Z. Fan	0	0	0	0	0	0	0	0	0
Diane J. Harrison, former Secretary	0	0	0	0	0	0	0	0	0

Compensation of Directors

The compensation of directors for the last completed fiscal year is provided below:

Table 7.0 Director Compensation

Name	Fees earned or paid in cash ($)	Stock Awards ($)	Option awards ($)	Non-Equity Incentive Plan Com-pensation ($)	Non-Qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Andy Z. Fan	0	0	0	0	0	0	0
Diane J. Harrison, former Director	0	0	0	0	0	0	0
Gary Macleod, former Director	27,000	0	0	0	0	0	27,000

Board of Directors and Committees

Currently, our Board of Directors consists only of Mr. Andy Z. Fan. We are seeking additional board members. At present, the Board of Directors has not established any standing committees.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of all the members of the Board.  Mr. Andy Z. Fan began receiving compensation during the last quarter of the fiscal year ended December 31, 2013. Former director, Gary Macleod, was also granted nominal compensation during the fiscal year ended December 31, 2013.  At this time, the Compensation Committee does not have a charter.

Compensation Committee Report

The Compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) with management.  Based on the review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

COMPENSATION COMMITTEE REPORT

The Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”) has submitted the following report for inclusion in this filing on Form 10-K:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this filing on Form 10-K with management. Based on the Compensation Committee’s review of and the discussions with management with respect to the

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Compensation Discussion and Analysis, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC.

 MEMBERS OF THE COMPENSATION COMMITTEE

o

Andy Z. Fan

Employment Agreements

In the third quarter of 2013, we entered into an employment agreement with Mr. Andy Z. Fan for his services as President and Chief Executive Officer.  The agreement is for a term of five (5) years and provides for a nominal base salary of $30,000 per year.

ITEM 12.—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2013, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named in Table 8.0 have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Table 8.0 Beneficial Ownership as December 31, 2013

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Security Ownership of Certain Beneficial Owners:
Common Stock	Li Mengxing Room 402, Unit 7, Lane 800 Jinxiu Road, Pudongxin Dist. Shanghai, China	11,968,957	12.99%
Common Stock	Wu Cuiye Room 2306, Unit 8 Yiwu City, Zhejiang Prov., China	6,804,219	7.39%
Security Ownership of Management:
Common Stock	Andy Z. Fan, President, CEO and Director 501 Madison Ave. New York, NY 10022	49,303,039	53.53%
Common Stock	Diane J. Harrison, former Secretary, Treasurer, Director 8955 US Hwy 301 N. Parrish, FL  34221	25,100	0.03%
Common Stock	Tina Donnelly, Secretary 6371 Business Blvd. Suite 200 Sarasota, FL  34240	0	0%

ITEM 13.—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relations and Related Transactions:

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To the best of our knowledge, during the fiscal year ended December 31, 2013, there were no transactions of an amount exceeding $120,000 involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors.

Director Independence

In accordance with the rules of the Commission, the Board of Directors has evaluated each of its directors’ independence from the Company based on the definition of “independence” established Item 407(a) of Regulation S-K. In its review of each director’s independence from the Company, the Board of Directors reviewed whether any transactions or relationships exist currently or, during the past year existed, between each director and the Company and its subsidiaries, affiliates, equity investors or independent registered public accounting firm. The Board of Directors also examined whether there were any transactions or relationships between each director and members of the senior management of the Company or their affiliates.

Based on the Board of Director’s review and the Commission’s definition of “independence,” the Board of Directors has determined we currently have one independent director:  Gary Macleod who fulfills the audit, nominating and compensation committee functions.  

ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES

On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.

On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to DKM Certified Public Accountants.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.

The following table sets forth the aggregate fees billed by our auditors and accountants for fiscal 2013 and 2012:

Table 10.0 Accounting Fees and Services

Year	Audit Fees	Audit Related Fees	Tax Prep Fees	All Other Fees	Total Fees
2013	$12,500	$13,380	$65	$2,925(1)	$28,870
2012	$10,500	$0	$0	$4,000 (1)	$14,500

(1)

AF Ocean (Shanghai) Chinese Accounting Firm

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PART IV

ITEM 15—EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Index to Financial Statements

The following financial statements of AF OCEAN INVESTMENT MANAGEMENT COMPANY are included in this report immediately following the signature page:

·

2. Index to Financial Statement Schedules

Financial statement schedules are omitted because they are either not required or the required information is provided in the consolidated financial statements or notes thereto.

3. Index to Exhibits

The exhibits filed herewith or incorporated by reference are set forth on the Exhibit Index below and attached hereto.

Table 9.0 Index to Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation Filed on February 4, 2011 as Exhibit 3(i) to the registrant’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
3.2	Amended and Restated Articles of Incorporation Filed on February 4, 2011 as Exhibit 3(ii) to the registrant’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
3.3	By-Laws Filed on February 4, 2011 as Exhibit 3(i) to the registrant’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
3.4	Amended and Restated Articles of Incorporation Filed on October 5, 2011 as Exhibit 3(iv) to the Company’s Current Report on Form 8-K dated October 1, 2011 and incorporated herein by reference.
10	Contract For Purchase Of Assets And Liabilities Filed on October 5, 2011 as Exhibit 3(iv) to the Company’s Current Report on Form 8-K dated October 1, 2011 and incorporated herein by reference.
10.1	Executive Employment Contract – Andy Fan Filed herewith
14	Code of Ethics Filed on February 4, 2011 as Exhibit 14 to the registrant’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
31	Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith
101*	Financial statements from the annual report on Form 10-K of AF Ocean Investment Management Company for the year ended December 31, 2013, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Stockholders’ Equity, (iv) the Statement of Cash Flows and (v) the Notes to the Financial Statements. Filed herewith

*Pursuant to Rule 406T of Regulation S-T, the interactive XBRL files contained in Exhibit 101 hereto are deemed “not filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under that section.

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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) 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.

	AF OCEAN INVESTMENT MANAGEMENT COMPANY
Dated:  April 3, 2014	/s/ANDY Z. FAN
	Andy Z. Fan
	Chief Executive Officer, Chief Financial Officer, President, Director

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

	AF OCEAN INVESTMENT MANAGEMENT COMPANY
Dated:   April 3, 2014	/s/ANDY Z. FAN
	Andy Z. Fan
	Chief Executive Officer, Chief Financial Officer, President, Director

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CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations for the years ended December 31, 2013  and December 31, 2012

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2451 N. McMullen Booth Road, Suite.308 Clearwater, FL 33759

Toll free  855.334.0934 Fax: 800.581.1908

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

AF Ocean Investment Management Company

We have audited the accompanying balance sheets of AF Ocean Investment Management Company as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ deficiency, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

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 audits 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 audits 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 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AF Ocean Investment Management Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants

DKM Certified Public Accountants

Clearwater, Florida

April 1, 2014

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED BALANCE SHEETS

As of December 31, 2013 and 2012

			2013		2012
ASSETS
Current assets
	Cash	$	569,825	$	402,510
	Prepaid expenses		11,313		-
	Accounts receivable		135,000		-
Total Current Assets		$	716,138	$	402,510
Other Assets
	Property & equipment, net of depreciation of $7,403 and $3,132	$	17,618	$	5,990
	Intangibles, net of amortization	$	294,193	$	294,193
	Related Party Receivable	$	22,000	$	16,000
Total other assets		$	333,811	$	316,183
Total Assets		$	1,049,949	$	718,693
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable	$	-	$	200
	Note Payable-ICM, less discount of  ($27,044) in 2012	$	100,000	$	72,956
	Accrued expenses	$	15,508	$	4,136
	Deferred revenue	$	-	$	180,000
	Due to Related Parties	$	16,577	$	236,036
Total current liabilities		$	132,085	$	493,328
Total Liabilities		$	132,085	$	493,328
Stockholders’ equity
	Common Stock, $.01 par value, 5,000,000,000 shares authorized;    92,105,466 shares and 7,327,720 shares issued and outstanding.	$	921,055	$	73,277
	Subscription receivable		(74,093)		-
	Additional paid-in capital	$	863,012	$	863,012
	Other comprehensive income	$	527	$	231
	Accumulated deficit	$	(792,637)	$	(711,155)
Total stockholders’ equity		$	917,864	$	225,365
		$		$
Total liabilities and stockholders’ equity		$	1,049,949	$	718,693

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the years ended December 31,

				2013		2012
Revenue			$	585,000	$	135,000
Expenses
		Selling, general & administrative expenses	$	643,587	$	757,389
		Depreciation & amortization	$	4,271	$	3,132
		Total expenses	$	647,858	$	760,521
Loss from operations			$	(62,858)	$	(625,521)
Other income (expense)
		Debt discount amortization	$	(27,044)	$	(24,909)
		Interest expense	$	(5,000)	$	(2,397)
		Interest income	$	386	$	251
	Other		$	13,034	$	7,830
Total other income (expense), net			$	(18,624)	$	(19,225)
Net income (loss)			$	(81,482)	$	(644,747)
	Foreign currency gain		$	296	$	231
	Comprehensive income		$	(81,186)	$	(644,516)
Earnings (loss) per share - basic and dilutive			$	(0.00)	$	(0.13)
Weighted average shares				46,525,313		4,819,190

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

		Common Stock
		Shares		Par Value		Additional  Paid-In  Capital		Accumulated  Deficit		Subscription receivable		Other Com-prehen-sive Income		Total  Stockholders’  Earnings
Balance, December 31,2011		3,238,078	$	32,381	$	34,027	$	(40,486)	$	-	$	-	$	25,922
	Removal of discontinued operations	-	$	-	$	-	$	(25,922)	$	-	$	-	$	(25,922)
	Stock for debt	2,186,213	$	21,862	$	415,380	$	-	$	-	$	-	$	437,242
	Stock for services	1,903,429	$	19,034	$	361,652	$	-	$	-	$	-	$	380,686
	Record debt discount	-	$	-	$	51,953	$	-	$	-	$	-	$	51,953
	Net loss	-	$	-	$	-	$	(644,747)	$	-	$	-	$	(644,747)
	Other comprehensive income – foreign currency	-	$	-	$	-	$	-	$	-	$	231	$	231
Balance, December 31, 2012, as restated		7,327,720	$	73,277	$	863,012	$	(711,155)	$	-	$	231	$	225,365
	Cancellation of Stock	(20,000)		(200)		-		-		-		-
	Stock issued for debt	28,000,000		280,000		-		-		(74,093)		-		205,907
	Stock issued for debt	3,533,746		35,338		-		-		-		-		35,338
	Stock issued for cash	3,264,000		32,640		-		-		-		-		32,640
	Shares issued for Hong Kong acquisition	50,000,000		500,000		-		-		-		-		500,000
	Other comprehensive income – foreign currency	-		-		-		-		-		296		296
	Net Loss	-		-		-		(81,482)		-		-		(81,482)
Balance, December 31, 2013.		92,105,466		921,055		863,012		(792,637)	$	(74,093)		527		917,864

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,

			2013		2012
Cash flows used in operating activities
Net income (loss)		$	(81,482)	$	(644,747)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization expense		4,271		3,132
	Changes in operating assets and liabilities:
	Amortization of debt discount		27,044		24,909
	Stock given for services		-		380,686
	Accounts receivable		(135,000)
	Accounts payable		(200)		200
	Accrued interest payable		5,000		2,397
	Deferred revenue		(180,000)		180,000
	Prepaid expenses		(11,313)		-
	Payroll liabilities		11,372		1,738
	Assets and liabilities of discontinued operations				(3,361)
	Total Adjustments		(278,826)		589,701
Net cash used in operating activities			(360,308)		(55,046)
Cash flows from investing activities
	Advances on notes receivable		(6,000)		(16,000)
	Purchase of property and equipment		(15,899)		(3,589)
	Endeavour (Shanghai)-subsidiary				(299,726)
Net cash used in investing activities			(21,899)		(319,315)
Cash flows from financing activities
	Proceeds from notes payable				100,000
	Subscription receivable		(74,293)
	Shares issued for Hong Kong acquisition		500,000
	Due to related parties		90,879		236,037
	Sale of common stock		32,640		437,242
	Net cash (used in) provided by financing activities		549,226		773,279
Foreign currency translation			296		231
Net increase (decrease) in cash			167,315		399,149
Cash at beginning of year			402,510		3,361
Cash at end of year		$	569,825	$	402,510
Supplemental disclosures of cash flow information:
Cash paid during the year for:
	Interest	$	-	$	-
	Taxes	$	-	$	-
Non-cash disclosures
	Debt conversion	$	241,244
	Purchase of subsidiary
	Cash acquired			$	274
	Property and equipment				5,533
	Intangible assets				294,193
	Cash paid			$	(200,000)
	Note payable			$	(100,000)
	Debt discount added to additional paid in capital			$	51,953

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

NOTE 1.

BACKGROUND AND BASIS OF PRESENTATION

Background.  AF Ocean Investment Management Company, formerly known as Dinello Restaurant Ventures, Inc., was incorporated under the laws of the State of Florida on April 2, 2003.  AF Ocean Investment Management Company (together with its subsidiaries, hereinafter collectively referred to as the “Company”, “AF Ocean” or “we”) promotes business relations and exchanges between Chinese and U.S. companies, facilitating international mergers and acquisitions, and increasing co-operation between Chinese companies and Wall Street financial institutions.  The mission is to help Wall Street investors identify and work with respectable and reputable Chinese counterparts and companies and assist Chinese corporations to understand that the only way to benefit from the world’s biggest capital market is through strict and consistent adherence to the rules and regulations that govern companies listed on American stock exchanges.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation.   

The financial statements include the accounts and activity of AF Ocean Investment Management Company and its wholly owned subsidiary, Endeavour (Shanghai) Business Services, Co. Ltd. as of July 6, 2012, the date of acquisition.  All intercompany balances and activity have been eliminated.  

Basis of Presentation and Use of Estimates.   

The accompanying consolidated financial statements of AF Ocean for the years ended December 31, 2013 and 2012 are audited.

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Cash and Cash Equivalents.  The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The cash for the Company’s wholly foreign owned entity, AF Ocean Investment Management (Shanghai) Co., Ltd. (“AF Ocean (Shanghai)”), is maintained with a major financial institution in Shanghai, China.

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business.  The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.

Property and Equipment.  Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives.   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the

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depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at December 31, 2013.

Foreign Currency Translation.  The Company addressed the effect of the exchange rate differences resulting from the translation of the financial statements of its wholly foreign owned entity (“WFOE”), AF Ocean (Shanghai), into the consolidated corporate statements on the Balance Sheet with an accumulated exchange rate adjustment of ($527).  The effect of the foreign currency translation is recorded in comprehensive income.  

Intangible Assets.   Intangible assets consist of business licenses in the Peoples’ Republic of China and goodwill acquired in an acquisition during 2012.  Management believes that these assets have unlimited lives and will not be amortized.  

Impairment of Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

Revenue Recognition.

Revenue from consulting services is recognized according to the terms of the consulting agreement.  Generally, consulting revenue will be recognized over the term of the agreement.  At times deposits or prepayments may result in deferred income which will be recognized into income as the services are performed.  

Share-based Compensation.  

The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.   There was no share-based compensation paid in the year ended December 31, 2013.  

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Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was $0 for the year ended December 31, 2013.

Income Taxes.  The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.  The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.  A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Earnings per Share.  In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.  Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method.

Segment Information.  In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments which meet the quantitative thresholds delineated.  The Company has one reporting segment that does not meet any of the quantitative thresholds to require separate reporting.   However, see Note 9 for limited disclosure.

Recent Accounting Pronouncements.  The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2013 through the date these financial statements were issued.

Reclassification of Discontinued Operations

In accordance with the rules regarding the presentation of discontinued operations the assets, liabilities and activity of the pizza business have been reclassified as a discontinued operation for all periods presented.

NOTE 3.

GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had $585,000  in income for the year ended December 31, 2013 from consulting services.  For the year ended December 31, 2013, the Company sustained net losses of  ($81,482) and used cash in operating activities of ($368,353)  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to generate revenues through its new business direction.  

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 4.

RELATED PARTY TRANSACTIONS

During the year ended December 31, 2013, the majority shareholder advanced the Company $90,879 from time to time to provide funding for operations.  In addition, the majority shareholder purchased 3,2640,00 shares of stock for $32,640.

NOTE 5

PROPERTY, PLANT AND EQUIPMENT

Property consists of equipment purchased for the production of revenues:

		December 31, 2013		December 31, 2012
Property and equipment	$	25,021	$	9,122
Less accumulated depreciation	$	(7,403)	$	(3,132)
Property and equipment, net	$	17,618	$	5,990

 Assets were depreciated over their useful lives when placed in service.  Depreciation expense was $4,271 and $1,117 for the years ended December 31, 2013 and 2012, respectively.

NOTE 6

INCOME TAX

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.6% to income before taxes), as follows:

		For the Year Ended December 31,
		2013	2012
Tax expense (benefit) at the statutory rate	$	(27,700)	(219,200)
State income taxes, net of federal income tax benefit		(3,000)	(23,400)
Change in valuation allowance		30,700	242,600
Total	$	-	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

As of December 31, 2013 and December 31, 2012, the Company has net operating losses from operations. The carry forwards expire through the year 2023. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.

The Company’s net deferred tax asset as of December 31, 2013 and December 31, 2012 is as follows:

		December 31, 2013		December 31, 2012
Deferred tax assets	$	298,300	$	267,600
Valuation allowance		(298,300)		(267,600)
Net deferred tax asset	$	-	$	-

Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years.  As of December 31, 2013 the Company had no net operating loss carry forwards, as the Company was taxed under the provisions of Subchapter S, as previously disclosed.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending 2010 through 2013.  The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended December 31, 2013 and 2012.

NOTE 7.

NOTE PAYABLE

On July 6, 2012 AF Ocean signed a convertible promissory Note to Island Capital Management, in the amount of $100,000, with stated interest of 5% and a one year maturity date of July 6, 2013, convertible into 150,000 shares of stock.  The debt discount associated with the note was fully amortized.  As of December 31, 2013 the note to Island Capital Management had an outstanding balance of $100,000 with no discount.

NOTE 8.

STOCKHOLDERS’ EQUITY

As of December 31, 2013 and December 31, 2012, the Company had 92,105,466 and 7,327,720 shares of common stock issued and outstanding, respectively.

Stock issuance / cancellation during the year ended December 31, 2013, were as follows:

Dates shares issued	Shares Issued To/For		Amount/Stock Value	Shares Issued	Price Per Share
7/9/13	Shareholder for subscription	$	280,000	28,000,000	$.01 Per Share
7/9/13	Acquisition of Hong Kong company assets	$	500,000	50,000,000	$.01 Per Share
9/9/13	Shareholder purchase cancelled	$	(200)	(20,000)	$.01 Per Share
9/25/13	Related party Equity Purchase	$	32,640	3,264,000	$.01 Per Share
9/25/13	Shareholder loans converted to equity	$	35,337	3,533,746	$.01 Per Share
	Total	$	847,777	84,777,746

The Company has no options or warrants issued or outstanding and no preferred shares have been issued.  

NOTE 9.

COMMITMENTS AND CONTINGENCIES

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

The Company rents office space in New York, New York, Shanghai, China, and Sarasota, Florida.  The terms for each location are month to month and were started on March 1, 2012. The monthly rent is approximately $200; $3,600; and $300, respectively.

NOTE 10.  

SEGMENT REPORTING

In the third quarter of 2012, we acquired one operating segment, AF Ocean Investment Management (Shanghai) Co., Ltd., in Shanghai, China, a provider of stock transfer agent and other business services to Chinese individuals who have investments in U.S. companies.  There was no revenue during the quarter ending December 31, 2013, due primarily to the change in ownership.  The

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following are the expenses attributed to AF Ocean (Shanghai) for the year ended December 31, 2013. At this time, the operating segment does not meet any of the quantitative thresholds which would require separate reporting of its operations, however, management believes that the following information about the segment would be useful to readers of the financial statements.

Schedule of Segment Reporting Information by Segment

AF Ocean Investment Management (Shanghai) Co., Ltd. Segment		December 31, 2013
Net income, (net loss)	$	(30,937)
Total Assets	$	8,256

NOTE 11.

SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 1, 2014, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure other than the following:

·

On December 23, 2013, the Company, through its wholly foreign owned entity, AF Ocean Investment Management (Shanghai) Co., LTD (“AF Ocean-Shanghai”), entered into a Management Agreement with ChinAmerica Andy Movie Entertainment Media Company (“ChinAmerica”), a Florida corporation.  ChinAmerica has operataions in China and will be receiving payment for such operations in China.  Because China employs strict currency regulations that are designed to prevent large amounts of currency moving out of the country, ChinAmerica retained AF Ocean-Shanghai to manage the money it receives from its Chinese operations.  As of January 28, 2014, the first payments totaling Two Hundred Fifty Thousand Dollars ($250,000) (USD) for ChinAmerica were received though AF Ocean-Shanghai.  The funds were deposited into the AF Ocean Shanghai bank account for the benefit of ChinAmerica. Pursuant to the Management Agreement, AF Ocean-Shanghai will receive a fee equal to 10% of each deposit or wire received on ChinAmerica’s behalf.

·

On February 3, 2014, the Company paid $107,788 to Island Capital Management as payment in full on the $100,000 ICM Note listed in the Balance Sheet.

·

On March 31, 2014, the Company received the final payment of $135,000 on the three consulting contracts accounts receivable.

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EX-31

Exhibit 31 Section 302 Certification

EX-32

EXHIBIT 32
Section 1350 Certifications

STATEMENT FURNISHED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned is the Chief Executive Officer and Principal Financial Officer of AF Ocean Investment Management Company This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Annual Report on Form 10-K of AF Ocean Investment Management Company for the year ended December 31, 2013

The undersigned certifies that such 10-K Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such 10-K Report fairly presents, in all material respects, the financial condition and results of operations of AF Ocean Investment Management Company as of December 31, 2013.

This Certification is executed as of April 1, 2014.

By:	/s/ANDY Z. FAN
	Andy Z. Fan President and  Chief Executive Officer, and Treasurer (Principal Executive Officer and Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to AF Ocean Investment Management Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 30th day of September 2013, at Sarasota, Florida, between AF Ocean Investment Management Company, a Florida corporation (“Corporation” or “Company” or “Employer”), and Andy Z. Fan ( “Employee”).

In consideration of the mutual covenants, agreements and provisions contained in this Agreement, the parties agree as follows:

1.0

EMPLOYMENT.  Employer employs Employee as President and Chief Executive Officer, and Employee accepts employment, upon the terms and conditions set forth herein (“Employment”).

2.0

TERM.  This Agreement shall commence effective as of September 1, 2013, and shall continue in effect for a period of five (5) years (the “Employment Period”); unless terminated earlier, by Company or Employee, upon prior written notice.  Further, if a change of control (as defined herein) of the Company shall have occurred during the Employment Period, this Agreement shall continue in effect for a period of twelve (12) months beyond the month in which such change of control occurred.

3.0

CHANGE OF CONTROL.  The term “Change of Control of the Company” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company’s then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election. Any changes in share structure resulting from funding of the Company shall not be considered a Change of Control.

4.0

COMPENSATION.  For all services to be rendered by the Employee pursuant to his duties set forth in this Agreement, the Employee shall be paid as compensation;

4.1

Base Salary and Considerations.  A fixed salary in the amount of $30,000 per year, payable in installments according to the Company’s regular payroll schedule.  This salary shall be reviewed from time to time during the term of this Agreement by the Corporation’s Board of Directors or Compensation and Benefits Committee of the Board.

4.2

Employee Benefit Plans.  The Employee, his dependents and beneficiaries, shall be entitled to participate in any pension, profit sharing, ESOP, medical

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reimbursement, insurance or other employee payment or benefit plan of the Employer as may be in effect from time to time. At current time, only Travel Expenses are reimbursed by the Company.

4.3

Cumulative Compensation.  The compensation provided for in paragraphs 4.1 and 4.2 above, together with the perquisites set forth in section 6.0 below, are in addition to the benefits provided for upon termination pursuant to Section 12.0 below.

4.4

Indemnification.  The Corporation hereby agrees to indemnify, and keep indemnified in accordance with, and to the fullest extent authorized by, the Laws of the State of California or Florida, as applicable as may be in effect from time to time, the Employee, from and against any expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Employee in connection with any threatened, pending or completed action, suit or proceeding, whether or not such action is by or in the right of the Corporation or such other enterprise with respect to which the Employee serves or has served as a director, officer or employee, by reason of the fact that the Employee is or was a director, officer or employee , of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise.  The indemnification rights granted to the Employee under this Agreement shall not be deemed exclusive of, or in limitation of, any rights to which Employee may be entitled under the law of its state of incorporation, the Corporation’s Certification of Incorporation of By-Laws, any other agreement, vote of stockholders or directors or otherwise.

5.0

EXPENSES.  During the term hereof, the Corporation will reimburse the Employee for any reasonable out-of-pocket expenses incurred by the Employee in performance of service for the Corporation under this Agreement (e.g., transportation, lodging and food expenses incurred while traveling on Corporation business) and any other expenses incurred by the Employee in furtherance of the Corporation’s business; provided, however, that the Employee renders to the Corporation a complete and accurate accounting of all such expenses.

6.0

PERQUISITES.  During the period of employment, Employee shall be entitled to perquisites, including, without limitation, an appropriate office, and fringe benefits accorded employees of equal rank.

7.0

MINIMUM COMPENSATION.  Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or practice or the provision of certain perquisites; provided, however, that it is the intent of the parties that the Employee shall continue to be entitled, during the period of employment, to compensation, benefits and perquisites as set forth above at least equal to those attached to his position on the date of this Agreement. Nothing in this Agreement shall operate or be construed to reduce, or authorize a reduction, without the Employee’s prior written consent, in the level of such compensation, benefits and perquisites.

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8.0

VACATIONS.  The Employee shall be entitled to a vacation with full compensation equal to four (4) weeks each year; provided, however, that the Employee’s vacation will be scheduled at such time as will least interfere with the business of the Employer.  Attendance at a business seminar is not to be deemed a vacation; provided, whoever, that attendance at such meetings or seminars shall be planned so as to least interfere with the business of the Employer.

9.0

EMPLOYMENT.  The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, for the Employment Period as specified in Section 2.0, to exercise such authority and perform such duties as are commensurate with the authority being exercised and duties being performed by the Employee immediately prior to the effective date of this Agreement, which services shall be performed at the location where the Employee was employed immediately prior to the Effective Date of this Agreement or at such other location as the Company may reasonably require; provided that the Employee shall not be required to accept a location which is unreasonable in the light of the Employee’s personal circumstances.  The Employee agrees that during the Employment Period he shall devote such business time as may be required to perform his Employee duties as described herein faithfully and efficiently.

10.0

PERFORMANCE.  It is contemplated that during the period of employment the Employee shall serve as an Employee of the Company with the office and title of President and Chief Executive Officer during the period of employment and shall hold a position of responsibility and importance, with the functions, duties and responsibilities attached thereto, at least equal to in responsibility and importance and in scope to and commensurate with his position described in general terms in this Section 10.0.

11.0

TERMINATION.

11.1

During the period of employment, Employee may terminate this Agreement without cause or for cause.  For the purposes of this Section 11.1, the term “cause” shall include the occurrence of any of the following:

11.1.1

The breach or violation by the Company of any of the terms of this Agreement;

11.1.2

Any significant change in position, duties and responsibilities of the Employee to which the Employee does not consent;  

11.1.3

In the event of a change in control as defined in Section 3.0 hereof, any change in the circumstances of employment which the Employee determines, in good faith, results in his being unable to carry out the duties and responsibilities attached to the position and contemplated by the definition of that position set forth in this Agreement.

11.2

In the event of an occurrence described in subsection 11.1, above, the Employee shall serve written notice of such event upon the Company, setting forth in detail the circumstances which the Employee has determined constitutes “cause” within

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any of those definitions.  In the event the Company should remedy or otherwise cure the facts constituting the cause relied upon by the Employee within thirty (30) calendar days after such written notice, such fact or circumstance shall not be deemed to constitute “cause” for which employment can be terminated within the meaning of Section 11.1 above.

11.3

During the period of employment, the Corporation may terminate this Agreement for cause and upon 30 calendar days written notice to Employee.  For the purpose of this Section 11.3, the term “cause” shall only include the occurrence of the following:

11.3.1

Employee is convicted (by trial, upon a plea, or otherwise) or the admission of guilt be Employee, of any felony, or misdemeanor involving moral turpitude or other act of dishonestly, fraud or deceit involving the Company.

11.4

During the period of employment, the Corporation may terminate this Agreement without cause upon 30 days written notice to Employee.  

12.0

TERMINATION PAYMENTS.  

12.1

In the event of a termination subject to the provisions of Sections 11.1 or 11.4 of this Agreement, the Company shall pay to the Employee and provide him or her with the following:

12.1.1

The Company shall continue to pay the Employee his salary on a monthly basis at the same rate as an amount equal to payment at Employee’s base salary rate for the remaining period of Term, plus an amount equal to one hundred percent (100%) of Employee's annual base salary.  

12.1.2

During the remainder of the Employment or payment Period, the Employee shall continue to be treated as an employee under the provisions of any incentive compensation described in Section 4.2  In addition, the Employee shall continue to be entitled to all benefits and service credit for benefits under medical, insurance, split-dollar life insurance and other employee benefit plans, programs and arrangements of the Company described or referred to in Section 4.3 as if he were still employed during such period under this Agreement.

12.2

In the event of a termination subject to the provisions of Section 11.3 of this Agreement, the Company shall pay to the Employee and provide him or her with the following:

12.2.1

The Company will pay the Employee a prorated monthly salary as of the final day of employment as per the termination date.

13

DISABILITY.

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13.1

If the Employee is unable to perform the Employee’s services by reason of illness or incapacity, the Employee’s regular compensation shall be continued for a period of four (4) months following the week in which such illness or incapacity commences, at the end of which time no further compensation shall be due and payable to the Employee until the Employee shall return and resume the Employee’s duties.  In the event the Employee is eligible to receive payments on account of the fringe benefit program covering disability provided by the Corporation, then the Employee’s base salary, as defined as above, will be reduced to the extent of such entitlement and receipt.

13.2

If, because of illness, physical or mental disability or other incapacity, Employee shall fail, for a period of 120 work days during the term hereof, to render the services provided for by this Agreement, or if Employee contracts an illness or injury which will permanently  prevent performance by him or her of the services and duties provided for by this Agreement, by Employer’s notice to the Employee effective 30 days after the giving of such notice, after which additional compensation shall be due as contained in paragraph 14.0 after the receipt of which no additional compensation shall be due.

14

DEATH.  In the event of the death of Employee during the term of this Agreement, his employment hereunder shall terminate on the date of his death.  In the accounting between the Employer and the Employee’s personal representative, Employee’s estate shall be due compensation under this Agreement equal to one year of Employee’s salary.  

15

NON-INTERFERENCE WITH EMPLOYEES.

15.1

Employee covenants with the Corporation that employees of or consultants to the Corporation and employees of and consultants to firms, corporations or entities affiliated with the Corporation have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Corporation’s business operations which is confidential information and proprietary to the Corporation.

15.2

In order to protect the Corporation’s confidential information and to promote and insure the continuity of the Corporation’s contractual relations with its employees and consultants, Employee covenants and agrees that for so long as Employee holds any position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly or indirectly, or permit or encourage other to directly or indirectly (i) interfere in any manner whatsoever with the Corporation’s contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Corporation to cease performing services for or on behalf of the Corporation, or (iii) solicit, offer to retain, or retain, or in any other manner engage or employ the services of, any person or entity who or which is retained or engaged by the

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Corporation, or any firm, corporation or entity affiliated with the Corporation, as an employee, consultant or agent.

15.3

In the Event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section 15.0 are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section 15.0 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

16

CLIENTS AND CUSTOMERS.

16.1

Employee covenants with the Corporation that the clients and customers of the Corporation, both actual and contemplated, constitute actual and prospective business relationships which are proprietary to the Corporation and comprise, in part, the Corporation’s confidential information and trade secrets.

16.2

In order to protect the Corporation’s proprietary rights and to promote and ensure the continuity of the Corporation’s contractual relations with its customers and clients, Employee covenants and agrees that, and for so long as Employee holds any  position or affiliation with the Corporation, including service to the Corporation as an officer, director, employee, consultant, agent or contractor, and for a period of twelve (12) months from the date Employee ceases to hold any such position or status with the Corporation or otherwise becomes disaffiliated with the Corporation, he will not directly or indirectly, or permit or encourage others to directly or indirectly  (i) interfere in any manner whatsoever with the Corporation’s contractual relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Corporation to cease doing business with the Corporation.

16.3

In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 16.0 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 16.0 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

17

COVENANT TO RETAIN CONFIDENCES.

17.1

Employee understands that all information learned, known, made, devised or developed concerning any of the Company’s products and activities, including, without limitation, any inventions, discoveries, improvements, processes, formulas, computer programs (including their structure, sequence, organization, coherence, look and feel), apparatus, equipment, customer and client lists, marketing plans, mailing lists, art, graphics, display, research, and the like used by the Corporation in connection with its business constitutes the confidential information, proprietary information and trade secrets of the Corporation.  

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Employee covenants and agrees that he will not (except as required in the course of his position with the Corporation or as required by law), during the term hereof or thereafter for a period of twelve (12) months, voluntarily communicate or divulge to, or use for the benefit of his or herself or any other person, firm, association, or corporation, without the consent of the Corporation, any confidential information or trade secrets possessed, owned, or used by the Corporation or its affiliates that may be communicated to, acquired by, or learned of by the Employee in the course of or as a result of his services with the Corporation.  For the purposes of this Section 17.1, confidential information of the Corporation shall not include (i) any information developed by the Employee independently of services performed by the Employee for the Corporation pursuant to this Agreement; (ii) any information rightfully obtained by the Employee from a third party without restriction; (iii) any information publicly available other than through the fault or negligence of the Employee; (iv) any information disclosed by the corporation to third parties without restriction; or (v) information already known by the Employee prior to its disclosure by the Corporation.

17.2

Employee will not use in the course of Employee’s employment with the Corporation, or disclose or otherwise make available to the Corporation, any information, documents or other items which Employee may have received from any other person or entity (including any prior employer), and which Employee is knowingly prohibited from so using, disclosing or making available.

17.3

All records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents, prototypes, testing data, equipment, electronically stored information on disk, tape or any other medium or existing in computer memory transmitted by any means, including, but not limited to, telephone or electronic data transmission and the like, relating to the business of the Corporation or its affiliates, which Employee shall use or prepare or come into contact with, shall remain the sole property of the Corporation.

18

WORK PRODUCT.

18.1

All trade secrets, know-how, confidential information, copyrightable material, inventions, discoveries, and improvements, including computer programs (their structure, sequence, organization, coherence, look and feel), whether patentable or unpatentable, copyrightable or uncopyrightable, made, devised, discovered or reduced to practice by the Employee, whether by his or herself or jointly with others, from the time of  becoming an employee of the Corporation until the termination of that status that is directly related to the business of the Company, shall be deemed work for hire and shall be promptly disclosed in writing to the Corporation and are to redound to the benefit of the Corporation and become and remain its sole and exclusive property.

18.2

By executing this Agreement, Employee hereby transfers and assigns to the Corporation, or person, firms or corporations designated by the Corporation, any

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or all of  Employee’s rights, title and interest in and to any and all developments, inventions, computer programs, discoveries, improvements, processes, devices, copyrights, patents and patent applications therefore, and to execute at any and all times any and all instruments and do any and all acts necessary or which the Corporation may deem desirable in connection with conveying, transferring and assigning Employee’s entire right, title and interest in and to any inventions, discoveries, improvements, computer programs, processes devices, copyrights, patent applications therefore or patents thereon in any way related to the technology or trade secrets developed, discovered or reduced to practice by Employee during the term of this Agreement, it being the express understanding and agreement of the parties that any and all future developments, inventions, and discoveries of Employee during the term hereof shall be the property of the Corporation, or its assigns.

19

PATENTS AND COPYRIGHTS.

19.1

Employer shall cause to be filed United States and foreign patent and/or copyright applications on each invention reasonably deemed to be patentable or copyrightable and embodied in any technology developed and reduced to practice during the term hereof which inure to the Corporation by virtue of the provisions of this Section 19.

19.2

The Corporation shall forfeit patent rights or copyrights to any patentable or copyrightable technology developed by Employee during the term hereof in any jurisdiction in which it fails to file patent or copyright applications after a timely request by Employee.  Employer shall provide to Employee a copy of each application filed, and within six (6) months thereafter Employee shall designated what, if any, foreign countries he desires applications to be filed.  Patent or copyright prosecution and maintenance shall be done by an attorney to be selected by the Corporation and approved by Employee, which approval shall not be unreasonably withheld.  All reasonable expense of filing, prosecution and maintenance of domestic and foreign patents or copyrights and patent or copyright applications shall be borne by Employer.

19.3

Employer and Employee agree to forebear from, and not permit others to make or permit any public disclosure of any of the patentable matter prior to the application for a United States patent.  All foreign patent applications shall be made no later than one (1) year following the date of the U.S. patent application.

19.4

All patents under Section 19 herein shall be applied for in the name of Employee, as inventor, and shall be assigned to the Corporation or its assigns.  All copyrights shall be registered in the name of the Corporation.  The Employee shall, upon demand, execute and deliver to the Corporation or its assigns such documents or assignments as may be deemed necessary or advisable by counsel for the Corporation or its assigns for filing in the appropriate patent offices to evidence the assignment of the patent rights hereby granted.

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20

REPRESENTATIONS OF EMPLOYEE.  The Employee represents that, to the best of his knowledge and belief, neither his affiliation with the Corporation, nor his holding any position as officer, director, Employee, or consultant with the Corporation, nor his ownership of common stock in the Corporation, nor his performing any other services for the Corporation violates any presently existing, valid and enforceable contract, agreement, commitment or other legal relationship between Employee and any other person or entity.

21

ATTORNEYS’ FEES.  In the event there is any arbitration between the parties concerning this Agreement, the successful party shall be awarded reasonable outside attorneys’ fees and arbitration costs, including the reasonable outside attorneys’ fees and costs incurred in the collection of any judgment.

22

NOTICES.  All notices required or permitted hereunder shall be sufficient if delivered personally or by certified mailed to the parties at the address set forth below or at such other address as either party may designate in writing from time to time.  Any notice by mailing shall be effective 48 hours after it has been deposited in the United States certified mail, return receipt requested, duly addressed and with postage prepaid.

22.1

Employer:

AF Ocean Investment Management Company

6371 Business Blvd. No. 200

Lakewood Ranch, FL  34240

22.2

Employee:

Andy Z. Fan

530 Elm Drive, #105

Las Vega, NV  89169

23

PARTIAL INVALIDITY.  If any provisions of this Agreement are in violation of any statute or rule of law of any state or district in which it may be sought to be enforced, then such provisions shall be deemed null and void only to the extent that they may be in violation thereof, but without invalidating the remaining provisions.

24

BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, personal representatives, successors and assigns; provided, however, that Employee may not assign his employment hereunder, and any assignment by Employee in violation of this Agreement shall vest no rights in the purported assignee.

25

WAIVER.  No waiver of any breach of any one of the agreements, terms, conditions or covenants of this Agreement by the Employer or the Employee shall be deemed to imply or constitute a waiver of any other agreement, term, condition or covenant of this Agreement.  The failure of either party to insist on strict performance of any agreement, term, condition or covenant, herein set forth, shall not constitute or be construed as a waiver of the rights of either or the other thereafter to enforce any other default of such

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agreement, term, condition or covenant; neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable either party hereto to forego or subvert or otherwise disregard any other agreement, term, condition or covenants of this Agreement.

26

GOVERNING LAW.  This Agreement and the rights and duties of the parties shall be construed and enforced in accordance with the laws of the State of Florida.

27

ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter thereof.  There are no representations, warranties, conditions or obligations except as herein specifically provided.  Any amendment or modification hereof must be in writing.

IN WITNESS WHEREOF, each of the parties to this Agreement has duly executed it on the day and year first above written.

	EMPLOYER:
	AF OCEAN INVESTMENT MANAGEMENT COMPANY
By:	/s/ ANDY Z FAN
	Andy Z. Fan, Director and Chairman of the Board
	EMPLOYEE
	/s/ ANDY Z FAN
	Andy Z. Fan, President and CEO

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Note 5 Property, Plant and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details
Depreciation Expense	$ 4,271	$ 1,117

XML

Note 5 Property, Plant and Equipment: Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Tables/Schedules

Property, Plant and Equipment

		December 31, 2013		December 31, 2012
Property and equipment	$	25,021	$	9,122
Less accumulated depreciation	$	(7,403)	$	(3,132)
Property and equipment, net	$	17,618	$	5,990

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Note 2. Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Revenue Recognition, Policy

Revenue Recognition.     Revenue from consulting services is recognized according to the terms of the consulting agreement.  Generally, consulting revenue will be recognized over the term of the agreement.  At times deposits or prepayments may result in deferred income which will be recognized into income as the services are performed. 

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Note 2. Summary of Significant Accounting Policies: Advertising. (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Details
Advertising Revenue Cost	$ 0

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Note 3. Going Concern

12 Months Ended

Dec. 31, 2013

Notes

Note 3. Going Concern

NOTE 3.              GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had $585,000 in income for the year ended December 31, 2013 from consulting services.  For the year ended December 31, 2013, the Company sustained net losses of  ($81,482) and used cash in operating activities of ($368,353)  . .These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to generate revenues through its new business direction.  

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Note 2. Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Earnings Per Share, Policy

Earnings per Share.  In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.  Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method.

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Note 2. Summary of Significant Accounting Policies: Income Tax, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Income Tax, Policy

Income Taxes.  The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.  The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.  A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

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Note 2. Summary of Significant Accounting Policies: Segment Reporting, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Segment Reporting, Policy

Segment Information.  In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments which meet the quantitative thresholds delineated.  The Company has one reporting segment that does not meet any of the quantitative thresholds to require separate reporting.   However, see Note 9 for limited disclosure.

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Note 2. Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

New Accounting Pronouncements, Policy

Recent Accounting Pronouncements.  The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2013 through the date these financial statements were issued.

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Note 2. Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Notes

Note 2. Summary of Significant Accounting Policies

NOTE 2.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation.   

The financial statements include the accounts and activity of AF Ocean Investment Management Company and its wholly owned subsidiary, Endeavour (Shanghai) Business Services, Co. Ltd. as of July 6, 2012, the date of acquisition.  All intercompany balances and activity have been eliminated. 

Basis of Presentation and Use of Estimates.   

The accompanying consolidated financial statements of AF Ocean for the years ended December 31, 2013 and 2012 are audited.

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Cash and Cash Equivalents.  The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The cash for the Company’s wholly foreign owned entity, AF Ocean Investment Management (Shanghai) Co., Ltd. (“AF Ocean (Shanghai)”), is maintained with a major financial institution in Shanghai, China.

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business.  The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.

Property and Equipment.  Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives.   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at December 31, 2013.

Foreign Currency Translation.  The Company addressed the effect of the exchange rate differences resulting from the translation of the financial statements of its wholly foreign owned entity (“WFOE”), AF Ocean (Shanghai), into the consolidated corporate statements on the Balance Sheet with an accumulated exchange rate adjustment of ($527).  The effect of the foreign currency translation is recorded in comprehensive income. 

Intangible Assets.   Intangible assets consist of business licenses in the Peoples’ Republic of China and goodwill acquired in an acquisition during 2012.  Management believes that these assets have unlimited lives and will not be amortized. 

Impairment of Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

Revenue Recognition.     Revenue from consulting services is recognized according to the terms of the consulting agreement.  Generally, consulting revenue will be recognized over the term of the agreement.  At times deposits or prepayments may result in deferred income which will be recognized into income as the services are performed. 

Share-based Compensation.         The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.   There was no share-based compensation paid in the year ended December 31, 2013. 

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was   $0 for the year ended December 31, 2013.

Income Taxes.  The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.  The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.  A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Earnings per Share.  In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.  Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares plus the effect of the dilutive potential common shares outstanding during the period using the treasury stock method.

Segment Information.  In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments which meet the quantitative thresholds delineated.  The Company has one reporting segment that does not meet any of the quantitative thresholds to require separate reporting.   However, see Note 9 for limited disclosure.

Recent Accounting Pronouncements.  The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2013 through the date these financial statements were issued.

Reclassification of Discontinued Operations

In accordance with the rules regarding the presentation of discontinued operations the assets, liabilities and activity of the pizza business have been reclassified as a discontinued operation for all periods presented.

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Note 2. Summary of Significant Accounting Policies: Reclassification of Discontinued Operations (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Reclassification of Discontinued Operations

Reclassification of Discontinued Operations

In accordance with the rules regarding the presentation of discontinued operations the assets, liabilities and activity of the pizza business have been reclassified as a discontinued operation for all periods presented.

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Note 10. Segment Reporting: Schedule of Segment Reporting Information, by Segment (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Details
Segment Reporting Information, Income (Loss) before Income Taxes	$ (30,937)
Segment Reporting Information, Assets	$ 8,256

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Balance Sheet (USD $)	Dec. 31, 2013	Dec. 31, 2012
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 569,825	$ 402,510
Prepaid Expense, Noncurrent	11,313
Accounts Receivable, Net, Current	135,000
Assets, Current	716,138	402,510
Assets, Noncurrent
Property, Plant and Equipment, Net of Depeciation of $7,403 and $3,132	17,618	5,990
Related Party Receivable	22,000	16,000
Goodwill	294,193	294,193
Assets, Noncurrent	333,811	316,183
Assets	1,049,949	718,693
Liabilities, Current
Accounts Payable, Current		200
Accrued Liabilities, Current	15,508	4,136
Notes Payable, less discount of ($27,044) in 2012	100,000	72,956
Deferred Revenue and Credits, Current		180,000
Liabilities, Current	132,085	493,328
Liabilities	132,085	493,328
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	921,055	73,277
Subscription Receivable, Net, Current	(74,093)
Additional Paid in Capital, Common Stock	863,012	863,012
Other Comprehensive Income (Loss)	527	231
Retained Earnings (Accumulated Deficit)	(792,637)	(711,155)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	917,864	225,365
Liabilities and Equity	$ 1,049,949	$ 718,693

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Statement of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (81,482)	$ (644,747)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation, Depletion and Amortization	4,271	3,132
Adjustment for Amortization	27,044	24,909
Issuance of Stock and Warrants for Services or Claims		380,686
Increase (Decrease) in Receivables	(135,000)
Increase (Decrease) in Prepaid Expenses	(11,313)
Increase (Decrease) in Accounts Payable	(200)	200
Increase (Decrease) in Accrued Liabilities	11,372	1,738
Increase (Decrease) in Deferred Revenue	(180,000)	180,000
Increase (Decrease) in Interest Payable, Net	5,000	2,397
Increase (Decrease) in Assets and Liabilities of Discontinued Operations		(3,361)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	(278,826)	589,701
Net Cash Provided by (Used in) Operating Activities	(360,308)	(55,046)
Net Cash Provided by (Used in) Investing Activities
Loans and Leases Receivable, Related Parties	(6,000)	(16,000)
Payments to Acquire Property, Plant, and Equipment	(15,899)	(3,589)
Payments to Acquire Businesses and Interest in Affiliates		(299,726)
Net Cash Provided by (Used in) Investing Activities	(21,899)	(319,315)
Net Cash Provided by (Used in) Financing Activities
Proceeds from (Repayments of) Notes Payable		100,000
Due to Related Parties	90,879	236,037
Subscription Receivable	(74,293)
Proceeds from Issuance or Sale of Equity	532,640	437,242
Net Cash Provided by (Used in) Financing Activities	549,226	773,279
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	296	231
Cash and Cash Equivalents, Period Increase (Decrease)	167,315	399,149
Cash and Cash Equivalents, at Carrying Value	402,510	3,361
Cash and Cash Equivalents, at Carrying Value	$ 569,825	$ 402,510

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Note 6 Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

		December 31, 2013		December 31, 2012
Deferred tax assets	$	298,300	$	267,600
Valuation allowance		(298,300)		(267,600)
Net deferred tax asset	$	-	$	-

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Note 2. Summary of Significant Accounting Policies: Foreign Currency Transactions and Translations Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Foreign Currency Transactions and Translations Policy

Foreign Currency Translation.  The Company addressed the effect of the exchange rate differences resulting from the translation of the financial statements of its wholly foreign owned entity (“WFOE”), AF Ocean (Shanghai), into the consolidated corporate statements on the Balance Sheet with an accumulated exchange rate adjustment of ($527).  The effect of the foreign currency translation is recorded in comprehensive income. 

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Note 10. Segment Reporting: Schedule of Segment Reporting Information, by Segment (Tables)

12 Months Ended

Dec. 31, 2013

Tables/Schedules

Schedule of Segment Reporting Information, by Segment

Schedule of Segment Reporting Information by Segment

AF Ocean Investment Management (Shanghai) Co., Ltd. Segment		December 31, 2013
Net income, (net loss)	$	(30,937)
Total Assets	$	8,256

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Note 2. Summary of Significant Accounting Policies: Impairment or Disposal of Long-Lived Assets, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Impairment or Disposal of Long-Lived Assets, Policy

Impairment of Long-lived Assets. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

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Note 1. Organization and Description Business Operations

12 Months Ended

Dec. 31, 2013

Notes

Note 1. Organization and Description Business Operations

NOTE 1.                BACKGROUND AND BASIS OF PRESENTATION

Background.  AF Ocean Investment Management Company, formerly known as Dinello Restaurant Ventures, Inc., was incorporated under thelawsoftheStateofFlorida on April 2, 2003.  AF Ocean Investment Management Company (together with its subsidiaries, hereinafter collectively referred to as the “Company”, “AF Ocean” or “we”) promotes business relations and exchanges between Chinese and U.S. companies, facilitating international mergers and acquisitions, and increasing co-operation between Chinese companies and Wall Street financial institutions.  The mission is to help Wall Street investors identify and work with respectable and reputable Chinese counterparts and companies and assist Chinese corporations to understand that the only way to benefit from the world’s biggest capital market is through strict and consistent adherence to the rules and regulations that govern companies listed on American stock exchanges.

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Statement of Financial Position - Parenthetical (USD $)	Dec. 31, 2013	Dec. 31, 2012
Balance Sheets - Parenthetical
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	5,000,000,000	5,000,000,000
Common Stock, Shares Issued	92,105,466	7,327,720
Common Stock, Shares Outstanding	92,105,466	7,327,720

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Note 11. Subsequent Events

12 Months Ended

Dec. 31, 2013

Notes

Note 11. Subsequent Events

NOTE 11.            SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 1, 2014, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure other than the following:

·        On December 23, 2013, the Company, through its wholly foreign owned entity, AFOceanInvestmentManagement(Shanghai)Co.,LTD (“AF Ocean-Shanghai”), entered into a Management Agreement with ChinAmerica Andy Movie Entertainment Media Company (“ChinAmerica”), a Florida corporation.  ChinAmerica has operataionsinChinaandwillbereceivingpaymentforsuch operations in China.  Because Chinaemploysstrictcurrencyregulationsthatare designedtopreventlarge amountsofcurrencymovingoutofthecountry,ChinAmerica retainedAF Ocean-Shanghai tomanage the moneyit receives from its Chineseoperations.  As of January 28, 2014, the first payments totaling Two Hundred Fifty Thousand Dollars ($250,000) (USD) for ChinAmerica were received though AF Ocean-Shanghai.  The funds were deposited into the AF Ocean Shanghai bank account for the benefit of ChinAmerica. Pursuant to the Management Agreement, AF Ocean-Shanghai will receive a fee equal to 10% of each deposit or wire received on ChinAmerica’s behalf.

·        On February 3, 2014, the Company paid $107,788 to Island Capital Management as payment in full on the $100,000 ICM Note listed in the Balance Sheet.

·        On March 31, 2014, the Company received the final payment of $135,000 on the three consulting contracts accounts receivable.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Apr. 01, 2014	Jun. 30, 2013
Document and Entity Information:
Entity Registrant Name	AF OCEAN INVESTMENT MANAGEMENT Co
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001501489
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		92,105,466
Entity Public Float			$ 1,249,286
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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Note 2. Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Use of Estimates, Policy

Basis of Presentation and Use of Estimates.   

The accompanying consolidated financial statements of AF Ocean for the years ended December 31, 2013 and 2012 are audited.

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

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Statement of Income (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenues
Contracts Revenue	$ 585,000	$ 135,000
Revenues	585,000	135,000
Operating Expenses
Other Depreciation and Amortization	4,271	3,132
Selling, General and Administrative Expense	643,587	757,389
Operating Expenses	647,858	760,521
Operating Income (Loss)	(62,858)	(625,521)
Nonoperating Income (Expense)
Amortization Of Debt Discount (Premium)	(27,044)	(24,909)
Other Nonoperating Income (Expense)	13,034	7,830
Interest Expense	(4,614)	(2,146)
Interest and Debt Expense	(4,614)	(2,146)
Nonoperating Income (Expense)	(18,624)	(19,225)
Net Income (Loss) Available to Common Stockholders, Basic	(81,482)	(644,747)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	296	231
Comprehensive Income (Loss), Net of Tax	$ (81,186)	$ (644,516)
Earnings Per Share
Earnings Per Share, Basic	$ 0.00	$ (0.13)
Weighted Average Number of Shares Outstanding, Basic	46,525,313	4,819,190

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Note 6 Income Tax

12 Months Ended

Dec. 31, 2013

Notes

Note 6 Income Tax

NOTE 6               INCOME TAX

The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.6% to income before taxes), as follows:

		For the Year Ended December 31,
		2013	2012
Tax expense (benefit) at the statutory rate	$	(27,700)	(219,200)
State income taxes, net of federal income tax benefit		(3,000)	(23,400)
Change in valuation allowance		30,700	242,600
Total	$	-	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

As of December 31, 2013 and December 31, 2012, the Company has net operating losses from operations. The carry forwards expire through the year 2023. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.

The Company’s net deferred tax asset as of December 31, 2013 and December 31, 2012 is as follows:

		December 31, 2013		December 31, 2012
Deferred tax assets	$	298,300	$	267,600
Valuation allowance		(298,300)		(267,600)
Net deferred tax asset	$	-	$	-

Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years.  As of December 31, 2013 the Company had no net operating loss carry forwards, as the Company was taxed under the provisions of Subchapter S, as previously disclosed.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending 2010 through 2013.  The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended December 31, 2013 and 2012.

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Note 5 Property, Plant and Equipment

12 Months Ended

Dec. 31, 2013

Notes

Note 5 Property, Plant and Equipment

NOTE 5               PROPERTY, PLANT AND EQUIPMENT

Property consists of equipment purchased for the production of revenues:

		December 31, 2013		December 31, 2012
Property and equipment	$	25,021	$	9,122
Less accumulated depreciation	$	(7,403)	$	(3,132)
Property and equipment, net	$	17,618	$	5,990

 Assets were depreciated over their useful lives when placed in service.  Depreciation expense was $4,271 and $1,117 for the years ended December 31, 2013 and 2012, respectively.

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Note 2. Summary of Significant Accounting Policies: Intangible Assets (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Intangible Assets

Intangible Assets.   Intangible assets consist of business licenses in the Peoples’ Republic of China and goodwill acquired in an acquisition during 2012.  Management believes that these assets have unlimited lives and will not be amortized. 

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

12 Months Ended

Dec. 31, 2013

Policies

Cash and Cash Equivalents Disclosure

Cash and Cash Equivalents.  The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The cash for the Company’s wholly foreign owned entity, AF Ocean Investment Management (Shanghai) Co., Ltd. (“AF Ocean (Shanghai)”), is maintained with a major financial institution in Shanghai, China.

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Note 9. Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Notes

Note 9. Commitments and Contingencies

NOTE 9.              COMMITMENTS AND CONTINGENCIES

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

The Company rents office space in New York, New York, Shanghai, China, and Sarasota, Florida.  The terms for each location are month to month and were started on March 1, 2012. The monthly rent is approximately $200; $3,600; and $300, respectively.

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Note 7 Note Payable

12 Months Ended

Dec. 31, 2013

Notes

Note 7 Note Payable

NOTE 7.              NOTE PAYABLE

On July 6, 2012 AF Ocean signed a convertible promissory Note to Island Capital Management, in the amount of $100,000, with stated interest of 5% and a one year maturity date of July 6, 2013, convertible into 150,000 shares of stock.  The debt discount associated with the note was fully amortized.  As of December 31, 2013 the note to Island Capital Management had an outstanding balance of $100,000 with no discount.

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Note 8. Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Notes

Note 8. Stockholders' Equity

NOTE 8.              STOCKHOLDERS’ EQUITY

As of December 31, 2013 and December 31, 2012, the Company had 92,105,466 and 7,327,720 shares of common stock issued and outstanding, respectively.

Stock issuance / cancellation during the year ended December 31, 2013, were as follows:

Dates shares issued	Shares Issued To/For		Amount/Stock Value	Shares Issued	Price Per Share
7/9/13	Shareholder for subscription	$	280,000	28,000,000	$.01 Per Share
7/9/13	Acquisition of Hong Kong company assets	$	500,000	50,000,000	$.01 Per Share
9/9/13	Shareholder purchase cancelled	$	(200)	(20,000)	$.01 Per Share
9/25/13	Related party Equity Purchase	$	32,640	3,264,000	$.01 Per Share
9/25/13	Shareholder loans converted to equity	$	35,337	3,533,746	$.01 Per Share
	Total	$	847,777	84,777,746

The Company has no options or warrants issued or outstanding and no preferred shares have been issued. 

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Note 10. Segment Reporting

12 Months Ended

Dec. 31, 2013

Notes

Note 10. Segment Reporting

NOTE 10.            SEGMENT REPORTING

In the third quarter of 2012, we acquired one operating segment, AF Ocean Investment Management (Shanghai) Co., Ltd., in Shanghai, China, a provider of stock transfer agent and other business services to Chinese individuals who have investments in U.S. companies.  There was no revenue during the quarter ending December 31, 2013, due primarily to the change in ownership.  The following are the expenses attributed to AF Ocean (Shanghai) for the year ended December 31, 2013. At this time, the operating segment does not meet any of the quantitative thresholds which would require separate reporting of its operations, however, management believes that the following information about the segment would be useful to readers of the financial statements.

Schedule of Segment Reporting Information by Segment

AF Ocean Investment Management (Shanghai) Co., Ltd. Segment		December 31, 2013
Net income, (net loss)	$	(30,937)
Total Assets	$	8,256

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Note 6 Income Tax: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Dec. 31, 2013

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

		For the Year Ended December 31,
		2013	2012
Tax expense (benefit) at the statutory rate	$	(27,700)	(219,200)
State income taxes, net of federal income tax benefit		(3,000)	(23,400)
Change in valuation allowance		30,700	242,600
Total	$	-	-

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Note 2. Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Property, Plant and Equipment, Policy

Property and Equipment.  Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives.   The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at December 31, 2013.

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Note 2. Summary of Significant Accounting Policies: Share-based Compensation, Option and Incentive Plans Policy (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Share-based Compensation, Option and Incentive Plans Policy

Share-based Compensation.         The Company may issue stock options whereby all share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718.  ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees.  The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.  The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50.  The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

The Company may issue restricted stock for various business and administrative services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.   There was no share-based compensation paid in the year ended December 31, 2013. 

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Statement of Shareholders' Equity and Other Comprehensive Income (USD $)	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Subscription Receivable	Total
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2011	$ 32,381	$ 34,027	$ (40,486)	$ (43,638)		$ 25,922
Shares, Outstanding at Dec. 31, 2011	3,238,078
Stock Issued During Period, Value, Other	40,896	777,032				817,928
Stock Issued During Period, Shares, Other	4,089,642
Removal of Discontinued Operations			(25,922)			(25,922)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest			(644,747)			(644,747)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax			231			231
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2012	73,277	863,012	(710,924)	(61,014)		225,365
Debt Instrument, Convertible, Carrying Amount of Equity Component at Dec. 31, 2012		51,953				51,953
Shares, Outstanding at Dec. 31, 2012	7,327,720
Stock Issued During Period, Value, Other	815,337				(74,093)	741,245
Stock Issued During Period, Shares, Other	81,533,746
Stock Issued During Period, Value, Issued for Cash	32,640					32,640
Stock Issued During Period, Shares, Issued for Cash	3,264,000
Stock Repurchased and Retired During Period, Value	(200)					(200)
Stock Repurchased and Retired During Period, Shares	(20,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest			(81,482)			(81,482)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax			296			296
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2013	$ 921,055	$ 863,012	$ (792,110)		$ (74,093)	$ 917,864
Shares, Outstanding at Dec. 31, 2013	92,105,466

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Note 4. Related Party Transactions

12 Months Ended

Dec. 31, 2013

Notes

Note 4. Related Party Transactions

NOTE 4.              RELATED PARTY TRANSACTIONS

During the year ended December 31, 2013, the majority shareholder advanced the Company $90,879 from time to time to provide funding for operations.  In addition, the majority shareholder purchased 3,2640,00 shares of stock for $32,640.

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Note 2. Summary of Significant Accounting Policies: Advertising. (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Advertising.

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was   $0 for the year ended December 31, 2013.

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Note 3. Going Concern (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details
Revenues	$ 585,000	$ 135,000
Net Income (Loss) Attributable to Parent	$ (368,353)	$ (81,482)

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Note 2. Summary of Significant Accounting Policies: Accounts Receivable (Policies)

12 Months Ended

Dec. 31, 2013

Policies

Accounts Receivable

Accounts receivable

Accounts receivable represent amounts due from customers in the ordinary course of business.  The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.