UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 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) 729-4951
(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  þ  No  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

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 November 13, 2012:  7,327,720

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TABLE OF CONTENTS

Part I – Financial Information

Item 1.  Financial Statements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Item 4.  Controls and Procedures

Part II – Other Information 

Item 1.  Legal Proceedings

Item 2.  Unregistered Sales of Equity Securities And Use Of Proceeds

Item 3.  Defaults Upon Senior Securities

Item 4.  Mine Safety Disclosures

Item 5.  Other information

Item 6.  Exhibits

Signatures

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 is to correct typographical errors in the Financial Statements.  The Management’s Discussion and Analysis and Results of Operations and other text discussing the financials contain the correct numbers, however, changes to the actual statements in the document were mistakenly omitted.

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PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

AF OCEAN INVESTMENT MANAGEMENT COMPANY

(Combined AF Ocean Investment Management Company and Endeavour (Shanghai) Business Services Co. Ltd.)

CONSOLIDATED BALANCE SHEETS

As of September 30, 2012 (Unaudited) and December 31, 2011 (Audited)

						September 30, 2012		December 31,  2011
						(unaudited)		(audited)
Assets
Current assets
	Cash				$	160,218	$	3,361
	Notes Receivable					16,000
	Other Assets					-		30,851
Total current assets						176,218		34,212
Other assets
	Furniture, fixtures and equipment Net of depreciation of $1,329 and $0					5,456		-
	Intangibles, net of amortization					293,543		-
Total other assets						298,999		-
Total Assets						475,217		34,212
Liabilities and stockholders' equity
Current liabilities
	Accounts payable					15,084		-
	Accrued expenses					1,739		8,290
	Due to related parties					75,060		-
Total current liabilities						91,884		8,290
Long-term liabilities
	Notes payable					100,000		-
Total  long-term liabilities						100,000
Stockholders’ equity
	Common Stock, $0.01 par value, 5,000,000,000 shares authorized;     6,485,291 and 3,238,078 shares issued and outstanding					64,853		32,381
	Additional paid-in capital					625,075		34,027
	Accumulated deficit					(406,596)		(40,486)
Total stockholders’ equity						283,333		25,922
Total liabilities and stockholders’ equity						475,217		34,212

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

(Combined AF Ocean Investment Management Company and Endeavour (Shanghai) Business Services Co. Ltd.)

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

				Nine months ended September 30,			Three months ended September 30,
				2012		2011		2012		2011
Revenue
	Consulting fee income		$	90,000	$	-		60,000		-
	Total income			90,000		-		60,000		-
Costs and Expenses
	General and administrative			318,810		14,831		304,154		1,297
	Payroll			42,479		-		20,080
	Professional fees			94,825		-		55,013		-
	Total costs and expenses			456,114		14,831		379,247		1,297
Operating income (loss)				(366,114)		(14,831)		(319,243)		(1,297)
	Other (Income) expense			(4)		(273)		(4)		(300)
	Forgiveness of debt			-		-				-
	(Income) loss from discontinued operations			-		(57,053)		-		(28,363)
	Interest expense			-		291		-		291
				(4)		(57,034)		(4)		(28,372)
(Loss) income before income taxes				(366,110)		42,204		(319,243)		27,075
Income tax provision				-		-		-		-
Net income, (net loss)			$	(366,110)		42,024		(319,243)		27,075
Earnings per share - basic and dilutive			$	(0.09)		0.01		(0.06)		0.01
Weighted average shares				3,851,098		3,238,078		5,015,972		3,238,078

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

(Combined AF Ocean Investment Management Company and Endeavour (Shanghai) Business Services Co. Ltd.)

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

							Nine months ended September 30,
							2012		2011
Operating activities
Net income, (net loss)						$	(366,110)	$	42,204
Adjustments to reconcile net income, (net loss) to net cash
	provided by (used in) operating activities:
	Depreciation and amortization						312		4,510
	Stock given for services						212,200
	Changes in operating assets and liabilities:
	Accounts receivable						650
	Prepaid and other current assets						-		(7,453)
	Related party loans						(16,000)		-
	Accounts payable						15,086		-
	Accrued expenses						1,739		(3,572)
	Related party loans						75,060
	Total adjustments						(289,047)		(6,515)
Net cash provided by (used in) operating activities							(77,063)		35,869
Investing activities
	Purchase of property and equipment						(235)		(13,063)
	Net cash to discontinued operations						(3,087)
	Purchase of intangibles						(200,000)		-
Net cash used in investing activities							(203,322)		(13,063)
Financing activities
	Repayments to related party						-		(15,373)
	Proceeds from equity sales						437,242
Net cash (used in) provided by financing activities							437,242		15,373
Net increase in cash and cash equivalents							156,857		7,253
Cash and cash equivalents, beginning of period							3,361		9,387
Cash and cash equivalents, end of period							160,218		16,640
Supplemental disclosures of cash flow information:
Cash paid during the year for:
	Interest					$	-	$	-
	Taxes					$	-	$	-
Non-cash disclosures
	Purchase of Subsidiary
	Cash acquired					$	274
	Accounts receivable						650
	Property and equipment						5,533
	Intangible assets						293,543
	Cash paid						(200,000)
	Note payable						(100,000)
						$	-

See accompanying notes and accountant’s report.

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AF OCEAN INVESTMENT MANAGEMENT COMPANY

(Combined AF Ocean Investment Management Company and Endeavour (Shanghai) Business Services Co. Ltd.)

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012

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.  After disposing of the restaurant assets (see Note 7 below), AF Ocean Investment Management Company (together with its subsidiaries, hereinafter collectively referred to as the “Company”, “AF Ocean” or “we”) changed its operations 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.

On July 6, 2012, the Company completed the acquisition of Endeavour (Shanghai) Business Services Co., Ltd., a wholly foreign-owned enterprise (“WFOE” or “Endeavour (Shanghai)”) in Shanghai.  Pursuant to the terms of the Equity and Capital Contribution Transfer Agreement, which was executed on May 4, 2012, the Company acquired all of the interest in Endeavour (Shanghai) from Island Capital Management, LLC, a Florida limited liability company, in exchange for $200,000.00 plus a $100,000.00 Promissory Note convertible into 150,000 shares of the common stock of AF Ocean.  The acquisition was approved by Shanghai Government; accordingly, a Certificate of Approval and a Business License were issued to AF Ocean.  AF Ocean Chairman & President Andy Fan was in Shanghai to witness and celebrate the smooth transfer. Following the consummation of the transaction, Endeavour (Shanghai) Business Services Co., Ltd. became a wholly-owned subsidiary of AF Ocean in China which we believe furthers the Company’s mission of increasing cooperation between Chinese and U.S. companies.

President Fan personally contributed the $200,000 lump sum payment on behalf of the Company and on July 9, 2012, in exchange for cancelling the $200,000 debt, the Company issued 1,000,000 shares of stock to Mr. Fan (a stock value of $0.20 per share).  

 

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 interim financial statements of AF Ocean at September 30, 2012 and for the three and nine months ended September 30, 2012 and 2011, respectively, are unaudited, but in the opinion of management include all adjustments necessary for a fair presentation of the results for the interim periods. The unaudited consolidated interim financial statements included herein should be read in conjunction with the December 31, 2011 audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Company’s quarterly results are subject to fluctuation and, thus, the operating results for any quarter are not necessarily indicative of results to be expected for any future fiscal period.

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

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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.

The consolidated balance sheet at December 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the financial information and disclosures required by United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements.

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 nine 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 September 30, 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 was 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 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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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 years ended December 31, 2011 or 2010.  For the nine months ended September 30, 2012, the following shares were issued as compensation for services rendered:

Officer	Shares	Value of Services Rendered
Andy Z. Fan	1,000,000	$200,000
Diane J. Harrison	25,000	$5,000

Advertising.  The costs of advertising are expensed as incurred.  Advertising expense was $1944 for the nine months ending September 30, 2012.

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.

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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 8 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 September 30, 2012 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 $90,000 in income for the nine months ended September 30, 2012 from new consulting services.  For the nine months ended September 30, 2012, the Company sustained net income (losses) of ($366,110) and provided (used) cash in operating activities of ($77,063)  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

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During the nine months ended September 30, 2012, the majority shareholder loaned the Company $$437,242 , the entirety of which has been converted to  2,186,212shares of common stock (a conversion price of $0.20 per share).  In addition, the Company issued 1,025,000 shares to its directors for services rendered (the stock was valued at $0.20 per share)

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 August 27, 2012, the Board of Directors proposed and the stockholders approved amending the articles of incorporation to increase the authorized shares from 500,000,000 shares of common stock to 5,000,000,000 shares of common stock.

No stock was issued in the year ended December 31, 2011.

Stock issued during the nine months ended September 31, 2012 was as follows:

Schedule of Stockholders’ Equity

Shares Issued to / for	Loan Amount/Stock Value	Issued Shares	Price per share
Shareholder loans converted to equity	$437,242	2,186,212	$0.20 per share
Current directors for services rendered	$205,000	1,025,000	$0.20 per share
New director for signing bonus	$7,200	36,000	$0.20 per share

The Company has no options or warrants issued or outstanding.  

No preferred shares have been issued.  

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 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.  

Summary of Results of Discontinued Operations

		December 31, 2011				December 31, 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)
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

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There were no discontinued operations during the nine months ended September 30, 2012.

NOTE 8.  

SEGMENT REPORTING

In the third quarter of 2012, we acquired one operating segment, Endeavour (Shanghai) Business Services Co., Ltd., in Shanghai, China, which we intend to develop as a provider of business services to Chinese individuals who have investments in U.S. companies.  There was no revenue during the quarter ending September 30, 2012, due primarily to the change in ownership.  The following are the expenses attributed to Endeavour (Shanghai) for the nine months ended September 30, 2012. 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

Endeavour (Shanghai) Business Services Co., Ltd. Segment		September 30,  2012
Segment net income, (net loss)	$	(42,132)
Segment total assets	$	44,639

NOTE 9.

SUBSEQUENT EVENTS

On October 3, 2012, the Board of Directors issued 842,429 shares to seven (7) citizens of the Peoples’ Republic of China for their diligent work assisting the CEO in his search for acquisition targets and corporate clients in China.

Management has evaluated subsequent events through November 13, 2012, 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.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION

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 in the business consulting services. We have an operating history from our prior restaurant business 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.   We have a limited operating history form our current consulting service business and only just begun generating revenue.

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 September 30, 2012, there were three (3) full time employees (one (1) in Shanghai for Endeavour (Shanghai) Business Services, Ltd. and two (2) in Florida for AF Ocean).  This does not include the two (2) officers and directors who manage 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.

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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 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.

Summary of Results of Operations

PERIOD		(LOSS) INCOME FROM OPERATIONS		TOTAL OTHER (INCOME) EXPENSE		NET INCOME (LOSS)
September 30, 2012	$	(366,114)	$	(4)	$	(366,110)
September 30, 2011	$	(14,831)	$	(57,034)	$	42,204
December 31, 2011	$	(17,318)	$	37,846	$	20,528
December 31, 2010	$	(3,399)	$	(13,977)	$	(17,376)

Liquidity and Capital Resources

As of September 30, 2012, we had cash and cash equivalents of $160,218.  

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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 Operations for the nine months ended September 30, 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 Nine months Ended September 30,

		2012		2011			%Change
Revenues:	$	90,000	$	-			100%
Expenses:		456,114		14,831			2975%
Income (loss) from operations		(366,114)		(14,831)			-2369%
Other (income) expense		(4)		(273)			99%
(Income) loss from discontinued operations		-		(57,053)			-100%
Interest Expense				291			-100%
Net income (loss)	$	(366,110)	$	42,204			-967%
Income (loss) per share: basic and diluted	$	(0.09)	$	0.01

Income (Loss). For the nine months ended September 30, 2012, total loss from operations was ($366,114) compared to ($14,831) for the nine months ended September 30, 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.   In the second and third quarters of 2012, we received our first revenue from the new direction of the Company in the amount of $90,000.   

Operating Expenses. The increase in expenses is due to (1) the addition of two employees, travel expenses for investigating candidate Chinese companies, and professional services necessary for the new operations and (2) the acquisition of Endeavour (Shanghai) Business Services, Ltd, (the WFOE) and its additional employee, professional services expense, and new office rent.

Net Income (Loss). As a result of the factors described above, net income decreased from $42,204 for the nine months ended September 30, 2011 of the discontinued operations to ($366,110) for the nine months ended September 30, 2012.

Liquidity and Capital Resources

General. At September 30, 2012, we had cash and cash equivalents of $160,218. We have historically met our cash needs through shareholder loans. Our cash requirements are generally for professional services and general and administrative activities. During this quarter, the majority shareholder also provided the cash for the WFOE acquisition.  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 $456,114 for the nine months ended September 30, 2012.  Discontinued operations used $57,053 for the nine months ended September 30, 2011. With only $90,000 in revenue for the nine months ended September 30, 2012, our operations are continuing to be supported through loans from the majority shareholder.

Cash generated by (used in) our financing activities was $437,242 for the nine months ended September 30, 2012, compared to ($15,373) during the comparable period in 2011.

As of September 30, 2012, current assets exceeded current liabilities.

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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 $90,000 and net loss of ($365,510) for the nine months ended September 30, 2012 compared to revenue of $0 and net income of $15,182 for the nine months ended September 30, 2011. 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:

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 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.  

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 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.

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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.

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ITEM 4.

CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

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.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, 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 the policies or procedures may deteriorate.

Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of September 30, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment management believes that, as of September 30, 2012, the Corporation’s internal control over financial reporting is effective based on those criteria.

Changes in Internal Controls over Financial Reporting.

 

We had no significant changes in our internal controls during the nine months ended September 30, 2012.  Management concluded that there has been no change in our internal control over financial reporting during the period ended September 30, 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 1.

LEGAL PROCEEDINGS

None

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

ITEM 3.  

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  

MINE SAFTEY DISCLOSURES

Not applicable

ITEM 5.  

OTHER INFORMATION

None

ITEM 6

EXHIBITS

Exhibit No.	Description
3.4	Articles of Amendment to Articles of Incorporation Filed on November 14, 2012 as Exhibit 3.4 to the issuer’s Quarterly Report on Form 10-Q 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 quarterly report on Form 10-Q of AF Ocean Investment Management Company for the quarter ended September 30, 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

*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

 

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:  November 15, 2012	/s/ ANDY Z. FAN
	Andy Z. Fan
	President, Chief Executive Officer, and Chairman of the Board
Dated:  November 15, 2012	/s/ DIANE J. HARRISON
	Diane J. Harrison
	Secretary, Treasurer, Chief Financial Officer, and Director

  

 

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