SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Consolidation | ' |
Basis of Consolidation |
The financial statements include the accounts and activity of AF Ocean Investment Management Company and its wholly owned subsidiary, AF Ocean Investment Management Company (Shanghai Ltd.) as of July 6, 2012, the date of acquisition. All intercompany balances and activity have been eliminated. |
Basis of Presentation | ' |
Basis of Presentation |
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 nine month periods ended September 30, 2014 and 2013; (b) the financial position at September 30, 2013; and (c) cash flows for the nine month periods ended September 30, 2014 and 2013, have been made. 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 accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by "GAAP" for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company's significant accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 4, 2014. |
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Our financial statements may not be comparable to companies that comply with public company effective dates. Due to our election not to opt out of the extended transition period that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. All Amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
The majority of cash is maintained with a major financial institution in Shanghai, China. 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. |
Accounts receivable | ' |
Accounts receivable |
Accounts receivable represent amounts due from customers in the ordinary course of business. The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts. |
Property and Equipment | ' |
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, 2014. |
Foreign Currency Translation | ' |
Foreign Currency Translation |
The Company addressed the effect of the exchange rate differences resulting from the translation of the financial statements of its wholly foreign owned entity ("WFOE"), AF Ocean Investment Management Company (Shanghai Ltd.), into the consolidated corporate statements on the Balance Sheet with an accumulated exchange rate adjustment of ($4,663) for the three month period ended September, 2014 and ($1,214) for the nine month period ended September 30, 2014. The effect of the foreign currency translation is recorded in income in the general and administrative expense line item. |
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Because of fluctuations (including possible devaluations) in currency exchange rates between ¥CNY and $USD or the imposition of limitations on conversion of foreign currencies into $USD, we are subject to currency translation exposure on the profits of our operations. Although the rates have remained relatively stable over the last year, this is not indicative of future changes or the related translation risk. Currently the Company does not hedge against foreign currency or interest rate risk, and as such significant changes in either can have adverse affects on our operations. |
Income Taxes | ' |
Income Taxes |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
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The Company accounts for taxes in accordance with ASC 740-10, "Accounting for Uncertain Income Tax Positions." When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
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The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of September 30, 2014, tax years 2013, 2012, 2011 and 2010 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. |
Intangible Assets | ' |
Intangible Assets |
Intangible assets consist of business licenses in the Peoples' Republic of China and goodwill acquired in an acquisition during 2012. Management believes that these are indefinite lived intangible assets; and as such will not be amortized. They are however subject to our impairment test quarterly as noted below. |
Impairment of Long-lived Assets | ' |
Impairment of Long-lived Assets |
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. |
Revenue Recognition | ' |
Revenue Recognition |
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
Share-based Compensation | ' |
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. |
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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. |
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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 were 42,000 common shares issued to Mr. Shumin Liao for share based compensation paid in the three month period ended September 30, 2014. |
There were 42,000 common shares issued to Mr. Sun Xueji for share based compensation paid in the three month period ended September 30, 2014. |
There were 5,000,000 preferred shares, which are convertible into 75,000,000 common shares, issued to Mr. Andy Fan as executive compensation paid in the three month period ended September 30, 2014. |
During the three month period ended September 30, 2014, there were 95,909,826 common shares issued to 1,349 people, all of whom are residents of China, in connection with various promotions in China regarding the Technology. The 95,909,826 shares are referred to as the "Promotional Shares." The aggregate value of the Promotional Shares is $95,909,826 based on a $1.00 closing price of our common stock on the OTCQB tier of the OTC marketplace on July 28, 2014. We did not receive any cash consideration in connection with the issuance of the Promotional Shares. However, we believe that the issuance of these shares to these 1,349 people will enable us to effectively market our non-patented technology relating to a new energy electric vehicle based on electromagnetic induction (the "Technology") to many organizations in China that we otherwise would not have been able to reach with other marketing programs relating to the Technology. The issuance of the Promotional Shares gives us the opportunity to be looked at as a key player in the electric vehicle industry. Common Chinese business practices still rely heavily on promotion through person-to-person communication and long standing personal relationships. We believe that tapping into the extensive personal relationships of the recipients of the Promotional Shares is the best approach for promoting the Technology to the masses in China. The offering and issuance of the Promotional Shares were not registered under the Securities Act, but were made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) and Rule 903 of Regulation S promulgated thereunder, insofar as the Promotional Shares were offered and sold in an "offshore transaction" and there were no "directed selling efforts" in or into the United States of the Promotional Shares, all within the meaning of Rule 902 of Regulation S. Furthermore, no recipient of the Promotional Shares is a United States citizen; nor did any recipient acquire the Promotional Shares for the account or benefit of a United States citizen; and the Promotional Shares are restricted pursuant to Rule 144 under the Securities Act. |
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There were no shares issued during the year ended December 31, 2013. |
Earnings per Share | ' |
Loss 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. During the three month period ended September 30, 2014, the Company issued 5,000,000 shares of our Series A Preferred Stock (the "Preferred Shares"). The Preferred shares were issued in connection with a transfer of the Technology from Pilot New Energy Research Institute of Beijing to our WFOE. In exchange for transferring the Technology to our WFOE, we agreed to issue the Preferred Shares to the institute's sole legal representative, Mr. Andy Fan. Mr. Fan is also our sole officer and director. The Preferred Shares have an aggregate preferred liquidation value of $75 million, have super voting rights equivalent to 500,000,000 common shares and are convertible into 75,000,000 common shares. The amount of Preferred Shares issued in exchange for the Technology was based on several factors, including an assessment of the value of the Technology by a government licensed independent third-party, application of a 20% discount to such value and the current closing price of the common stock. The offering and issuance of the Preferred Shares was not registered under the Securities Act, but was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof. The recipient of the Preferred Shares took them for investment purposes without a view to distribution. Furthermore, he had access to information concerning us and our business prospects; there was no general solicitation or advertising in connection with the offering and issuance of the Preferred Shares; and the Preferred Shares are restricted pursuant to Rule 144 under the Securities Act. |
Segment Information | ' |
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, see Note 8 for additional information. |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) |
Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as Capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. There is no difference between net income and comprehensive income for wither period presented. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements. |