10-Q/A

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

FORM 10-Q/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2012

[ ] 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. 333- 172052

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)
(212) 749-4951
(Registrant’s Telephone Number, Including Area Code)
DINELLO RESTAURANT VENTURES, INC.  (Registrant’s former name)

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 o   No þ

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

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

The number of shares outstanding of each of the issuer’s classes of common stock as of May 15, 2012:  3,238,078

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TABLE OF CONTENTS

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results Of Operations

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.

RESTATEMENT EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 as originally filed with the Securities and Exchange Commission on May 15, 2012 is to correct errors in the Financial Statements.  We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other text discussing the financials resulting from the corrections of this error.

SUMMARY RESTATEMENT

AF Ocean Investment Management Company

Financial Statement Items As Originally Reported AndRestated

As of and for the 3 months ended - March 31, 2012

			Originally Reported		Adjustments		Restated
Balance Sheet
Current assets1	$		500	$	47,665	$	48,165
	$		500	$	47,665	$	48,165
Current liabilities
Accounts Payable, Trade			2,013		-		2,013
Due to Related Parties	$		40,241	$	47,735	$	87,976
	$		42,254	$	47,735	$	89,989
Common stock			32,381		-		32,381
Additional paid in capital			8,105		25,922		34,027
Accumulated Deficit			(82,240)		(25,992)		(108,232)
Total Stockholder’s (Deficiency) Equity			(41,754)		(70)		(41,824)
Total Liabilities and Stockholder’s (Deficit) Equity	$		500	$	47,665	$	48,165
Statement of Cash Flows
Net Income (Loss)	$		(41,754)	$	70	$	(41,824)
Net Cash used in Operating Activities2		$	(48,031)	$	4,859	$	(43,172)
Net Cash provided by Investing Activities		$	22,818	$	(22,818)	$	-
Net Cash provided by Financing Activities		$	4,929	$	83,047	$	87,976
Net Change in Cash and Cash Equivalents		$	(2,861)	$	41,943	$	44,804
1 Loans from Shareholders increased by $47,735 for quarter ended March 31, 2012 2 Operations discontinued in 3rd quarter of 2011.

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PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

AF Ocean Investment Management Company

BALANCE SHEETS

As of March 31, 2012 (unaudited) and December 31, 2011 (audited)

			March 31, 2012 (unaudited and restated)		December 31,  2011 (audited)
Assets
Current assets
	Cash	$	48,165	$	3,361
	Assets of discontinued operations				30,851
Total current assets			48,165		34,212
Total Assets			48,165		34,212
Liabilities and stockholders' equity
Current liabilities
	Accounts Payable, Trade		2,013		-
	Accrued Expenses		-		8,290
	Due to related parties		87,976		-
Total liabilities			89,989		8,290
Stockholders’ equity
	Common Stock, $.01 par value, 500,000,000 shares authorized;     3,238,078 shares issued and outstanding		32,381		32,381
	Additional paid-in capital		34,027		34,027
	Accumulated deficit		(108,232)		(40,486)
Total stockholders’ equity			(41,824)		25,922
Total liabilities and stockholders’ equity			48,165		34,212

See accompanying notes and accountant’s report.

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AF Ocean Investment Management Company

STATEMENT OF OPERATIONS

For the Quarter Ended March 31,

			Three months ended March 31,
			2012 (unaudited and restated)		2011 (unaudited)
Revenue		$	-	$	-
Costs and Expenses			41,824		(14,558)
	Total costs and expenses		41,824		(14,558)
Operating income (loss)			(41,824)		14,558
Income (loss) from discontinued operations			-		22,158
Net income, (net loss)		$	(41,824)		(7,600)
Earnings per share - basic and dilutive		$	(0.01)		(0.00)
Weighted average shares			3,238,078		3,238,078

See accompanying notes and accountant’s report.

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AF Ocean Investment Management Company

STATEMENTS OF CASH FLOWS

For the Quarter Ended March 31,

			2012 (unaudited and restated)		2011 (unaudited)
Operating activities
Net income, (net loss)		$	(41,824)	$	(7,600)
Adjustments to reconcile net income, (net loss) to net cash
	provided by (used in) operating activities:
	Depreciation and amortization		-		550
	Other Current Assets
	Accrued Expenses
	Changes in operating assets and liabilities:
	Accounts payable		2,013		-
	Assets and liabilities of discontinued operations		(3,361)		(10,610)
	Total adjustments
Net cash provided by (used in) operating activities			(43,172)		(17,660)
Investing activities
	Disposal of property and equipment		-		673
	Proceeds from sale of property and equipment		-		-
Net cash provided by investing activities			-		673
Financing activities
	Loans from Shareholder		87,976		-
Net cash (used in) provided by financing activities			87,976		-
Net increase in cash and cash equivalents			44,804		(16,987)
Cash and cash equivalents, beginning of period			3,361		9,387
Cash and cash equivalents, end of period			48,165		(7,600)

See accompanying notes and accountant’s report.

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AF Ocean Investment Management Company

Notes to Financial Statements

March 31, 2012

NOTE 1.

ORGANIZATION AND DESCRIPTION OF DISCONTINUED BUSINESS OPERATIONS

AF Ocean Investment Management Company, formerly known as Dinello Restaurant Ventures, Inc., now known as AF Ocean Investment Management Company (the “Company”), was incorporated under the laws of the State of Florida on April 2, 2003.  On that same date the Company filed a Fictitious Name application to do business as “Za Za’s Pizza & Grinders.”  Shortly thereafter, the Company decided on a new “dba” name and filed a Fictitious Name application to do business as “Gumby’s Pizza & Grinders.”  The Company operated as Gumby’s Pizza & Grinders until April 13, 2010 when it filed a new Fictitious Name application to do business as “Caramello’s Pizzeria.”  On July 28, 2010 the sole shareholder of the Company sold 100% of the outstanding stock to 30 shareholders.  The Company operated one location in St. Petersburg, Florida.

Unfortunately, the lack of improvement in the economy, specifically the restaurant industry, began to be reflected in a reduced shareholder value.  On September 19, 2011, the Board of Directors appointed Mr. Andy Z. Fan as Director and Chairman of the Board; Diane J. Harrison stayed on as Director and corporate secretary and director.  On September 21, 2011, the Board of Directors unanimously voted in favor of changing the strategic direction of the Company from the pizzeria business to promoting 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.  The Board of Directors proposed and the Shareholders approved changing the corporate name to “AF Ocean Investment Management Company.”

To facilitate the new direction, the Board spun out the assets and liabilities of the pizza business to a related party. The disposal of the restaurant assets to Caramello’s Pizzeria, LLC, a Florida Limited Liability Company, was approved by Shareholders representing 87% of the shares issued and outstanding.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates.   In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended March 31, 2012 and March 31, 2011; (b) the financial position at March 31, 2012 and December 31, 2011 and (c) cash flows for the three months ended March 31, 2012 and March 31, 2011 have been made.

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.

Inventory.  Inventory is stated at the lower of cost (first in – first out) or market.  Market is generally considered to be the net realizable value.  The inventory at each year end consisted of food stuffs and supplies with a limited life.

Property and Equipment.  Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over

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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 March 31, 2012.

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.  Sales revenues of the pizza business were recognized at the point of sale or at the time product is delivered to the customer. Delivery charges are included in the sales revenues.  Additionally, revenues are presented net of discounts and exclude all sales taxes. Typically the Company does not offer credit to its customers.  Management has determined that no allowance for expected merchandise returns is required.

Revenue from consulting agreements will be recognized according to the terms of the 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 issues 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 three months ended March 31, 2012 or the years ended December 31, 2011 or 2010.

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was $0.00 for the three months ending March 31, 2012 and $2,518 for the discontinued operations ending March 31, 2011.

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

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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. There are no share equivalents for any periods presented and, thus, anti-dilution issues are not applicable.

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.  The Company does not have any operating segments as of March 31, 2012.

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, 2010 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 has discontinued its operations and currently is evaluating its new direction (see Note 7).  The Company had no income for the three months ended March 31, 2012 from any source, including discontinued operations.  For the three months ended March 31, 2012, the Company sustained net losses of $41,824 and used cash in operating activities of $17,250.  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’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.

NOTE 4.

RELATED PARTY TRANSACTIONS

During 2009, the sole stockholder took distributions of the S-Corporation earnings of $7,700.  On July 28, 2010, the sole stockholder sold 100% of his holdings to new stockholders.  No distributions of earnings were made in 2010.

During the last half of 2010, the major shareholder loaned the Company $26,308 in short-term non-interest bearing loans.   On December 31, 2010, she elected to convert the shareholder loans to 263,078 shares of common stock at $0.10 per share.

During the quarter ended March 31, 2012, the major shareholder loaned the Company $87,976.  No written agreements were made for payment on the loan.

NOTE 5.

STOCKHOLDERS’ EQUITY

During the year ended December 31, 2009, the Company had 100 shares of common stock issued and outstanding.  In July of 2010, the sole stockholder sold 100% of his shares to new owners.  The new Board of Directors with the consent of the new stockholders amended

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the articles of incorporation to reduce the par value from $1.00 to $0.01and to increase the authorized shares from 100 shares of common stock to 500,000,000 of common stock.  In addition the original 100 shares were split into 2,975,000 shares.  

On December 31, 2010, a loan, from a shareholder in the amount of $26,308, was converted to 263,078 shares of common stock at $0.10 per share.

The Company has no options or warrants issued or outstanding.

No preferred shares have been authorized.

NOTE 6.

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 and in Sarasota, Florida.  The terms for each location are month to month and were started on March 1, 2012. The monthly rent is $200 and $300, respectively.

NOTE 7.

DISCONTINUED OPERATIONS AND CHANGE IN DIRECTION

On September 19, 2011, the Board of Directors appointed Mr. Andy Z. Fan as Director and Chairman of the Board.  On September 21, 2011, Chairman Andy Fan held a special meeting of the Board of Directors to discuss a change is business strategy and business model for the Company due to the current economic conditions.  The lack of improvement in the service industry, specifically the restaurant industry, has not provided the necessary climate for building the current business model.

The Board  believed that to continue 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 will be promoting business relations and exchanges between Chinese and U.S. companies, and facilitating international mergers and acquisitions, increasing co-operation between Chinese companies and Wall Street financial institutions.  We will seek 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.  The new name approved by the Board and the Shareholders will be “AF Ocean Investment Management Company.”

To facilitate this new direction, the Board agreed to the sale of the assets and liabilities of the pizza business as of September 30, 2011. The disposal of the restaurant assets to Caramello’s Pizzeria, LLC, a Florida Limited Liability Company, was approved by Shareholders representing 87% of the shares issued and outstanding.  The final distribution of the pizza assets was effected March 31, 2012.

Summary of results of discontinued operations is as follows:

		For the years ended December 31,
		2011		2010
Revenue	$	340,136	$	418,063
Operating expenses		319,420		426,978
Net operating income (loss)		20,716		(8,915)
Forgiveness of debt		-		(5,022)
Gain to be recognized from discontinued operations		17,439		-
Income tax expense		(291)		-
Income (loss) from discontinued operations net of tax	$	37,864	$	(13,937)

Summary of assets and liabilities of discontinued operations is as follows:

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		December 31,
		2011		2010
Inventory	$	3,840	$	4,915
Fixed assets, net of depreciation		27,011		18,378
Total assets	$	30,851	$	23,293
Accounts payable	$	-	$	3,304
Accrued liabilities		8,290		23,982
Total liabilities	$	8,290	$	27,286

There were no discontinued operations during the three months ended March 31, 2012.

NOTE 8.

SUBSEQUENT EVENTS

On February 22, 2012, AF Ocean Investment Management Company entered into its first agreement with a Client for consulting services.  The consulting services included providing personnel qualified to assist the Client in assessing the present value of the Client for purpose of determining its market value for possible sale; acquisition; merger; other business combination; or listing on a stock exchange or other trading platform.  The services shall be specifically designed to determine if Client should remain a private company or should seek to move itself to a public trading company.

The Company shall receive compensation of $180,000 USD payable in monthly installments of $15,000 USD.  The first $15,000 USD payment under this agreement was received by Company’s attorney on April 12, 2012.

The Company determined that it had erred in not disclosing all of the funds that were in the bank accounts of the company and has accordingly amended the financial statements and filings.

NOTE 9.

RESTATEMENT

The Chairman of the Board added two (2) accounts to the balance sheet that were not disclosed with the internet banking access.  The accounts were not discovered by our Chief Financial Officer prior to the original filing for the quarter ended March 31, 2012.  Once we discovered the omission, we immediately determined that we would have to amend the financial statements.

	Restated		As Originally Filed		As Restated		Net Effect
Net Loss from Operations		$	(41,754)	$	(41,824)	$	(70)
Other Expenses		$	(41,754)	$	(41,824)	$	(70)
Net Loss (Profit)		$	(41,754)	$	(41,824)	$	(70)
Basic and Diluted Net Loss Per Share			(0.01)		(0.01)		-

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINCIAL CONDITION AND RESULTS OF OPERATIONS

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

Forward-Looking Statements

This quarterly 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 competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, 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 and Results 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 rather than the restaurant business. 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 March 31, 2012, there was one (1) full time.  This does not include the two (2) officers and directors who run 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.

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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 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

The Statement of Financial Accounting Standards (SFAS) No. 144 requires 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. If these assumptions change in the future, we may be required to record impairment charges for these assets. The adoption of SFAS No. 144 has not materially affected the Company’s reported earnings, financial condition or cash flows.  In accordance with ASC360, the Company has identified impairment of its long lived assets and has disclosed these impairments in notes 3 and 4 of the financials.

Results of Discontinued Operations

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

Table 2.0 Summary of Results of Operations

PERIOD		(LOSS) INCOME FROM OPERATIONS		TOTAL OTHER (INCOME) EXPENSE		NET INCOME (LOSS)
March 31, 2012	$	(41,824)	$	-	$	(41,824)
March 31, 2011	$	14,558	$	(22,158)	$	(7,600)
December 31, 2011	$	(17,318)	$	37,846	$	20,528
December 31, 2010	$	(3,399)	$	(13,977)	$	(17,376)

Liquidity and Capital Resources

As of December 31, 2011, we had cash and cash equivalents of $3,361.  

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Between April 2003 and September 19, 2011, the Company concentrated its efforts in the pizza restaurant industry.  At the time, our management believed we could capitalize on the quality of the restaurant offerings to increase business.

We changed to our current business model on September 19, 2011.  Since then, we incurred additional liabilities that made our company illiquid at times. 

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 Discontinued Operations for the three months ended March 31, 2012 and 2011

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

Table 3.0 Comparison of our Statement of Operations for the Three Months Ended March 31,

		2012		2011	%Change
Revenue:	$	-	$	-	-
General and administrative expense		41,824		(14,558)	387%
Income (loss) from operations		(41,824)		14,558	-387%
Income (loss) from discontinued operations				22,158	-100%
Net income (loss)	$	(41,824)	$	(7,600)	-450%
Income (loss) per share: basic and diluted	$	(0.01)	$	(0.00)

Income (Loss) from Discontinued Operations. For the three months ended March 31, 2012, total income was ($41,824) compared to ($7,600) for the three months ended March 31, 2011. The loss generated in the current period was directly attributable to the discontinued operations of the pizza business and the start-up operations of the new business.   We desire to take advantage of the new strategic direction of the Company to generate revenue beginning in the second quarter of 2012.  

Operating Expenses. Expenses increased by $27,266 to ($41,824) for the three months ended March 31, 2012 from ($14,558) for the three months ended March 31, 2011.  The increase in expenses is primarily related to professional services necessary for the new operations.

Net Income (Loss). As a result of the factors described above, net loss increased from ($7,600) for the three months ended March 31, 2011 to ($41,824) for the three months ended March 31, 2012.

Liquidity and Capital Resources

General. At March 31, 2012, we had cash and cash equivalents of $48,165. We have historically met our cash needs through a combination of cash flows from operating activities, which have been discontinued. Our cash requirements are generally for 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 ($43,172) and ($17,660) for the three months ended March 31, 2012 and 2011, respectively. With no revenue for the three months ended March 31, 2012, our operations are funded through loans from the majority shareholder.

Cash generated in our financing activities was $87,976 for the three months ended March 31, 2012, compared to $0 during the comparable period in 2011.

As of March 31, 2012, current liabilities exceeded current assets.

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 sales of $0 and net loss of ($41,824) for the three months ended March 31, 2012 compared to sales of $0 and net loss of ($7,600) for the three months ended March 31, 2011.

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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 is highly dependent on its ability to obtain clients and investment capital from future funding opportunities to fund the current and planned operating levels.  The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. 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:

In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 — Generally Accepted Accounting Principles — amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  This ASU reflected the issuance of FASB Statement No. 168.  This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles.  This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded.   

In February 2010, the FASB issued authoritative guidance on subsequent events. The guidance requires an SEC filer to evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The guidance became effective for the Company upon issuance and had no impact on the Company’s results of operations or financial position.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 3.

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.

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 4T.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is

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accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Changes in Internal Controls over Financial Reporting.

We had no significant changes in our internal controls during the three months ended March 31, 2012.  Management concluded that there has been no change in our internal control over financial reporting during the period ended March 31, 2012, that has materially affected or is reasonably likely to affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 

There have been no sales of AF Ocean Investment Management Company's common stock without registration during the last three years.   On December 31, 2010 the Company issued 263,078 shares of common stock to the majority shareholder in exchange for her cancelling a $26,308 debt the Company owed to her.

ITEM 6

EXHIBITS

Exhibit No.	Description
3.1	Articles of Incorporation Filed on February 3, 2011 as Exhibit 3.1 to the issuer’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 3, 2011 as Exhibit 3.2 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
3.3	By-Laws Filed on February 3, 2011 as Exhibit 3.3 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
5	Opinion Regarding Legality and Consent of Counsel by Harrison Law, P.A. Filed on February 3, 2011 as Exhibit 5 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
14	Code of Ethics Filed on February 3, 2011 as Exhibit 14 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
23.1	Consent of Experts and Counsel: Independent Auditor's Consent by Randall N. Drake, C.P.A. Filed on May 6, 2011 as Exhibit 23.1 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
23.2	Consent of Experts and Counsel:  Counsel’s Consent, by Harrison Law, P.A., included in Exhibit 5 Filed on May 6, 2011 as Exhibit 23.2 to the issuer’s Registration Statement on Form S-1 (File No. 333-172052) and incorporated herein by reference.
31.1	Certification of Chief Executive Officer  filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
31.2	Certification of 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 amended quarterly report on Form 10-Q of AF Ocean Investment Management Company for the quarter ended March 31, 2012, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Cash Flows and (iv) the Notes to the Financial Statements. Filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AF OCEAN INVESTMENT MANAGEMENT COMPANY
Dated:  September 5, 2013	/s/ ANDY Z. FAN
	Andy Z. Fan
	President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board

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EX-31

EXHIBIT 31

Certification of
Principal Executive Officer and Principal Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andy Z. Fan, certify that:

1.     I have reviewed this Amended Quarterly Report on Form 10-Q of AF Ocean Investment Management Company, a Florida corporation (the "Registrant");

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

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

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a–15(f) and 15d–15(f)) for the Registrant and have:

a)

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

b)

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

c)

Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

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

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

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

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

Date:  September 5, 2013

/s/ANDY Z. FAN

Andy Z. Fan
President, Principal Executive Officer and Principal Financial Officer

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 Amended Quarterly Report on Form 10-Q of AF Ocean Investment Management Company for the three months ended March 31, 2012.

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 Amended 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of AF Ocean Investment Management Company as of March 31, 2012.

This Certification is executed as of September 5, 2013.

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.

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

3 Months Ended

Mar. 31, 2012

Policies

Inventory

Inventory.  Inventory is stated at the lower of cost (first in – first out) or market.  Market is generally considered to be the net realizable value.  The inventory at each year end consisted of food stuffs and supplies with a limited life.

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Statement of Income (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating Expenses
General and Administrative Expense	$ 41,824	$ (14,558)
Operating Expenses	41,824	(14,558)
Operating Income (Loss)	(41,824)	14,558
Nonoperating Income (Expense)
Nonoperating Income (Expense)		22,158
Net Income (Loss) Available to Common Stockholders, Basic	$ (41,824)	$ (7,600)
Earnings Per Share
Earnings Per Share, Basic	$ (0.01)	$ 0.00
Weighted Average Number of Shares Outstanding, Basic	3,238,078	3,238,078

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Note 5. Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Notes

Note 5. Stockholders' Equity

NOTE 5.               STOCKHOLDERS’ EQUITY

During the year ended December 31, 2009, the Company had 100 shares of common stock issued and outstanding.  In July of 2010, the sole stockholder sold 100% of his shares to new owners.  The new Board of Directors with the consent of the new stockholders amended the articles of incorporation to reduce the par value from $1.00 to $0.01and to increase the authorized shares from 100 shares of common stock to 500,000,000 of common stock.  In addition the original 100 shares were split into 2,975,000 shares. 

On December 31, 2010, a loan, from a shareholder in the amount of $26,308, was converted to 263,078 shares of common stock at $0.10 per share.

The Company has no options or warrants issued or outstanding.

No preferred shares have been authorized.

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

3 Months Ended

Mar. 31, 2012

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. There are no share equivalents for any periods presented and, thus, anti-dilution issues are not applicable.

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

3 Months Ended

Mar. 31, 2012

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 March 31, 2012.

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

3 Months Ended

Mar. 31, 2012

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

3 Months Ended

Mar. 31, 2012

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, 2010 through the date these financial statements were issued.

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

3 Months Ended

Mar. 31, 2012

Policies

Segment Reporting,

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.  The Company does not have any operating segments as of March 31, 2012.

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Note 1. Organization and Description of Discontinued Business Operations

3 Months Ended

Mar. 31, 2012

Notes

Note 1. Organization and Description of Discontinued Business Operations

NOTE 1.                  ORGANIZATION AND DESCRIPTION OF DISCONTINUED BUSINESS OPERATIONS

AF Ocean Investment Management Company, formerly known as Dinello Restaurant Ventures, Inc., now known as AF Ocean Investment Management Company (the “Company”), was incorporated under thelawsoftheStateofFlorida on April 2, 2003.  On that same date the Company filed a Fictitious Name application to do business as “Za Za’s Pizza & Grinders.”  Shortly thereafter, the Company decided on a new “dba” name and filed a Fictitious Name application to do business as “Gumby’s Pizza & Grinders.”  The Company operated as Gumby’s Pizza & Grinders until April 13, 2010 when it filed a new Fictitious Name application to do business as “Caramello’s Pizzeria.”  On July 28, 2010 the sole shareholder of the Company sold 100% of the outstanding stock to 30 shareholders.  TheCompanyoperated one location in St. Petersburg, Florida.

Unfortunately, the lack of improvement in the economy, specifically the restaurant industry, began to be reflected in a reduced shareholder value.  On September 19, 2011, the Board of Directors appointed Mr. Andy Z. Fan as Director and Chairman of the Board; Diane J. Harrison stayed on as Director and corporate secretary and director.  On September 21, 2011, the Board of Directors unanimously voted in favor of changing the strategic direction of the Company from the pizzeria business to promoting 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.  The Board of Directors proposed and the Shareholders approved changing the corporate name to “AF Ocean Investment Management Company.”

To facilitate the new direction, the Board spun out the assets and liabilities of the pizza business to a related party. The disposal of the restaurant assets to Caramello’s Pizzeria, LLC, a Florida Limited Liability Company, was approved by Shareholders representing 87% of the shares issued and outstanding.

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Note 3. Going Concern

3 Months Ended

Mar. 31, 2012

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 has discontinued its operations and currently is evaluating its new direction (see Note 7).  The Company had no income for the three months ended March 31, 2012 from any source, including discontinued operations.  For the three months ended March 31, 2012, the Company sustained net losses of $41,824 and used cash in operating activities of $17,250.  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’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 6. Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Notes

Note 6. Commitments and Contingencies

NOTE 6.               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 and in Sarasota, Florida.  The terms for each location are month to month and were started on March 1, 2012. The monthly rent is $200 and $300, respectively.

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Note 4. Related Party Transactions

3 Months Ended

Mar. 31, 2012

Notes

Note 4. Related Party Transactions

NOTE 4.               RELATED PARTY TRANSACTIONS

During 2009, the sole stockholder took distributions of the S-Corporation earnings of $7,700.  On July 28, 2010, the sole stockholder sold 100% of his holdings to new stockholders.  No distributions of earnings were made in 2010.

During the last half of 2010, the major shareholder loaned the Company $26,308 in short-term non-interest bearing loans.   On December 31, 2010, she elected to convert the shareholder loans to 263,078 shares of common stock at $0.10 per share.

During the quarter ended March 31, 2012, the major shareholder loaned the Company $87,976.  No written agreements were made for payment on the loan.

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Note 9. Restatement: Schedule of Error Corrections and Prior Period Adjustments (Tables)

3 Months Ended

Mar. 31, 2012

Tables/Schedules

Schedule of Error Corrections and Prior Period Adjustments

	Restated		As Originally Filed		As Restated		Net Effect
Net Loss from Operations		$	(41,754)	$	(41,824)	$	(70)
Other Expenses		$	(41,754)	$	(41,824)	$	(70)
Net Loss (Profit)		$	(41,754)	$	(41,824)	$	(70)
Basic and Diluted Net Loss Per Share			(0.01)		(0.01)		-

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Statement of Financial Position - Parenthetical (USD $)	Mar. 31, 2012	Dec. 31, 2011
Balance Sheets - Parenthetical
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	3,238,078	3,238,078
Common Stock, Shares Outstanding	3,238,078	3,238,078

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Note 9. Restatement

3 Months Ended

Mar. 31, 2012

Notes

Note 9. Restatement

NOTE 9.               RESTATEMENT

The Chairman of the Board added two (2) accounts to the balance sheet that were not disclosed with the internet banking access.  The accounts were not discovered by our Chief Financial Officer prior to the original filing for the quarter ended March 31, 2012.  Once we discovered the omission, we immediately determined that we would have to amend the financial statements.

	Restated		As Originally Filed		As Restated		Net Effect
Net Loss from Operations		$	(41,754)	$	(41,824)	$	(70)
Other Expenses		$	(41,754)	$	(41,824)	$	(70)
Net Loss (Profit)		$	(41,754)	$	(41,824)	$	(70)
Basic and Diluted Net Loss Per Share			(0.01)		(0.01)		-

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Statement of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ (41,824)	$ (7,600)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Other Depreciation and Amortization		550
Increase (Decrease) in Operating Capital of Discontinued Operations	(3,361)	(10,610)
Increase (Decrease) in Accounts Payable	2,013
Net Cash Provided by (Used in) Operating Activities	(43,172)	(17,660)
Net Cash Provided by (Used in) Investing Activities
Payments to Acquire Property, Plant, and Equipment	673
Net Cash Provided by (Used in) Investing Activities		673
Net Cash Provided by (Used in) Financing Activities
Proceeds from (Repayments of) Related Party Debt	87,976
Net Cash Provided by (Used in) Financing Activities	87,976
Cash and Cash Equivalents, Period Increase (Decrease)	44,804	(16,987)
Cash and Cash Equivalents, at Carrying Value	3,361	9,387
Cash and Cash Equivalents, at Carrying Value	$ 48,165	$ (7,600)

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Balance Sheet (USD $)	Mar. 31, 2012	Dec. 31, 2011
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 48,165	$ 3,361
Assets of Discontinued Operations		30,851
Assets, Current	48,165	34,212
Assets	48,165	34,212
Liabilities, Current
Accounts Payable, Current	2,013
Accrued Liabilities, Current		8,290
Liabilities, Current	2,013	8,290
Liabilities, Noncurrent
Due to Related Parties, Noncurrent	87,976
Liabilities, Noncurrent	87,976
Liabilities	89,989	8,290
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	32,381	32,381
Additional Paid in Capital, Common Stock	34,027	34,027
Retained Earnings (Accumulated Deficit)	(108,232)	(40,486)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(41,824)	25,922
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	3,238,078	3,238,078
Common Stock, Shares Outstanding	3,238,078	3,238,078
Liabilities and Equity	$ 48,165	$ 34,212

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

3 Months Ended

Mar. 31, 2012

Policies

Regulatory Income Taxes, 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 8. Subsequent Events

3 Months Ended

Mar. 31, 2012

Notes

Note 8. Subsequent Events

NOTE 8.               SUBSEQUENT EVENTS

On February 22, 2012, AF Ocean Investment Management Company entered into its first agreement with a Client for consulting services.  The consulting services included providing personnel qualified to assist the Client in assessing the present value of the Client for purpose of determining its market value for possible sale; acquisition; merger; other business combination; or listing on a stock exchange or other trading platform.  The services shall be specifically designed to determine if Client should remain a private company or should seek to move itself to a public trading company.

The Company shall receive compensation of $180,000 USD payable in monthly installments of $15,000 USD.  The first $15,000 USD payment under this agreement was received by Company’s attorney on April 12, 2012.

The Company determined that it had erred in not disclosing all of the funds that were in the bank accounts of the company and has accordingly amended the financial statements and filings.

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

3 Months Ended

Mar. 31, 2012

Policies

Cash and Cash Equivalents, Policy

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.

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Note 7. Discontinued Operations and Change in Direction

3 Months Ended

Mar. 31, 2012

Notes

Note 7. Discontinued Operations and Change in Direction

NOTE 7.               DISCONTINUED OPERATIONS AND CHANGE IN DIRECTION

On September 19, 2011, the Board of Directors appointed Mr. Andy Z. Fan as Director and Chairman of the Board.  On September 21, 2011, Chairman Andy Fan held a special meeting of the Board of Directors to discuss a change is business strategy and business model for the Company due to the current economic conditions.  The lack of improvement in the service industry, specifically the restaurant industry, has not provided the necessary climate for building the current business model.

The Board  believed that to continue 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 will be promoting business relations and exchanges between Chinese and U.S. companies, and facilitating international mergers and acquisitions, increasing co-operation between Chinese companies and Wall Street financial institutions.  We will seek 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.  The new name approved by the Board and the Shareholders will be “AF Ocean Investment Management Company.”

To facilitate this new direction, the Board agreed to the sale of the assets and liabilities of the pizza business as of September 30, 2011. The disposal of the restaurant assets to Caramello’s Pizzeria, LLC, a Florida Limited Liability Company, was approved by Shareholders representing 87% of the shares issued and outstanding.  The final distribution of the pizza assets was effected March 31, 2012.

Summary of results of discontinued operations is as follows:

		For the years ended December 31,
		2011		2010
Revenue	$	340,136	$	418,063
Operating expenses		319,420		426,978
Net operating income (loss)		20,716		(8,915)
Forgiveness of debt		-		(5,022)
Gain to be recognized from discontinued operations		17,439		-
Income tax expense		(291)		-
Income (loss) from discontinued operations net of tax	$	37,864	$	(13,937)

Summary of assets and liabilities of discontinued operations is as follows:

		December 31,
		2011		2010
Inventory	$	3,840	$	4,915
Fixed assets, net of depreciation		27,011		18,378
Total assets	$	30,851	$	23,293
Accounts payable	$	-	$	3,304
Accrued liabilities		8,290		23,982
Total liabilities	$	8,290	$	27,286

There were no discontinued operations during the three months ended March 31, 2012.

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Note 2. Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Notes

Note 2. Summary of Significant Accounting Policies

NOTE 2.               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates.   In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended March 31, 2012 and March 31, 2011; (b) the financial position at March 31, 2012 and December 31, 2011 and (c) cash flows for the three months ended March 31, 2012 and March 31, 2011 have been made.

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.

Inventory.  Inventory is stated at the lower of cost (first in – first out) or market.  Market is generally considered to be the net realizable value.  The inventory at each year end consisted of food stuffs and supplies with a limited life.

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 March 31, 2012.

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.  Sales revenues of the pizza business were recognized at the point of sale or at the time product is delivered to the customer. Delivery charges are included in the sales revenues.  Additionally, revenues are presented net of discounts and exclude all sales taxes. Typically the Company does not offer credit to its customers.  Management has determined that no allowance for expected merchandise returns is required.

Revenue from consulting agreements will be recognized according to the terms of the 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 issues 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 three months ended March 31, 2012 or the years ended December 31, 2011 or 2010.

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was $0.00 for the three months ending March 31, 2012 and $2,518 for the discontinued operations ending March 31, 2011.

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. There are no share equivalents for any periods presented and, thus, anti-dilution issues are not applicable.

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.  The Company does not have any operating segments as of March 31, 2012.

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, 2010 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: Impairment or Disposal of Long-Lived Assets, Policy (Policies)

3 Months Ended

Mar. 31, 2012

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 2. Summary of Significant Accounting Policies: Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2012

Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Use of Estimates.   In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended March 31, 2012 and March 31, 2011; (b) the financial position at March 31, 2012 and December 31, 2011 and (c) cash flows for the three months ended March 31, 2012 and March 31, 2011 have been made.

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

3 Months Ended

Mar. 31, 2012

Policies

Advertising Costs Policy

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was $0.00 for the three months ending March 31, 2012 and $2,518 for the discontinued operations ending March 31, 2011.

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

3 Months Ended

Mar. 31, 2012

Policies

Revenue Recognition, Policy

Revenue Recognition.  Sales revenues of the pizza business were recognized at the point of sale or at the time product is delivered to the customer. Delivery charges are included in the sales revenues.  Additionally, revenues are presented net of discounts and exclude all sales taxes. Typically the Company does not offer credit to its customers.  Management has determined that no allowance for expected merchandise returns is required.

Revenue from consulting agreements will be recognized according to the terms of the 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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Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2012
Document and Entity Information
Entity Registrant Name	AF Ocean Investment Management Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	true
Entity Central Index Key	0001501489
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	3,238,078
Entity Public Float	$ 392,175
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Description	Amended to disclose previously undisclosed bank accounts

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

3 Months Ended

Mar. 31, 2012

Policies

Share-based Compensation, Option and Incentive Plans Policy

Share-based Compensation.   The Company issues 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 three months ended March 31, 2012 or the years ended December 31, 2011 or 2010.