UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~______________~~WASHINGTON, D.C. 20549

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~October~~January 1016, ~~2014~~2015

~~______________~~AF Ocean Investment Management Company

AF OCEAN INVESTMENT MANAGEMENT COMPANY

(Exact name of registrant as specified in its charter)

______________

FLORIDA	000-54354	14-1877754
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
15500 Roosevelt Blvd., Ste. 305, Clearwater, FL		33760
(Address of Principal Executive Offices)		(Zip Code)

Florida		000-54354		14-1877754
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

15500 Roosevelt Blvd., Suite 305, Clearwater, Florida 33760

(Address of principal executive offices) (Zip Code)

212-729-4951

Registrant's telephone number, including area code

Not Applicable

~~(Former name or former address, if changed since last report)~~______________________________________________

~~Check~~Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~report

¨Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ¨ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ¨filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ¨under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~Item~~[ ~~3.02 Unregistered~~] ~~Sales~~Written ofcommunications ~~Equity~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On[ ~~October~~] ~~10,~~Soliciting ~~2014,~~material AFpursuant ~~Ocean Investment Management Company, a Florida corporation (the "Company" "our" "we" or "us") issued 69,091,497 shares of our common stock~~ to ~~1,619~~Rule ~~people, all of whom are residents of China, in connection with various promotions in China regarding non~~14a-~~patented~~12 technology relating to a new energy electric vehicle based on electromagnetic induction (the "Technology"). The forgoing 69,091,497 shares are referred to as the "Promotional Shares." The aggregate value of the Promotional Shares is $76,000,647 based on a $1.10 closing price of our common stock on the OTCQB tier of the OTC marketplace on October 10, 2014. We did not receive any cash consideration in connection with the issuance of the Promotional Shares. The offering and issuance of the Promotional Shares was not registered under the ~~Securities~~Exchange Act ~~of 1933, as amended~~ (~~the~~17 ~~"Securities~~CFR Act"), but was 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 S240. 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.14a-12)

~~Item~~[ ~~8.01 Other~~] ~~Events~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On[ ~~October~~] ~~21,~~Pre-commencement ~~2014,~~communications wepursuant ~~cancelled the 300,000,000 shares of our common stock (the "Shares") we previously issued~~ to ~~our~~Rule ~~wholly~~13e-~~owned subsidiary, AF Ocean Investment Management Company~~ 4(~~Shanghai Ltd.~~c), aunder ~~Chinese entity (~~the ~~"Subsidiary"). We~~Exchange ~~issued~~Act the Shares to the Subsidiary on July 24, 2014 for the sole purpose of having the Subsidiary distribute the Shares to Chinese citizens and entities in connection with various promotions it planned to undertake regarding the Technology and the corresponding sale of the electric vehicles (~~the~~17 ~~"Promotions"). Since~~CFR the issuance of the Shares to the Subsidiary, however, we have issued 165,001,323 shares of our common stock directly to Chinese citizens and entities in connection with the Promotions in lieu of the Shares being used for such purpose240. If additional shares of our common stock will be provided to Chinese citizens and entities in connection with any future Promotions, we intend to issue such shares directly. Since the Shares will not be used in connection with the Promotions, we have determined it to be in the best interest of the Company and our stockholders to cancel the Shares, thereby reducing the number of shares of our common stock issued and outstanding by 300,000,000.13e-4(c))

~~After~~Item ~~the~~4.01 ~~issuance~~Changes ofin ~~the~~Registrant's ~~Promotional~~Certifying Shares described above, and the cancellation of the Shares, as of October 24, 2014, there are 257,190,789 shares of our common stock issued and outstanding, and 5,000,000 shares of our Series A preferred stock issued and outstandingAccountant.

(a) Previous Independent Accountants

On January 14, 2015, the Board of Directors of AF Ocean Investment Management Company (the "Company") approved the dismissal of Cutler & Company ("Cutler") as the Company's independent registered public accounting firm, effective as of January 14, 2015. The review report of Cutler on the Company's consolidated balance sheets as of September 30, 2014 and the related consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows (collectively, the "Financial Statements") did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the three month period ended September 30, 2014 (the "Review Period") and subsequent interim period through January 14, 2015, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Cutler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler, would have caused Cutler to make reference to the subject matter of the disagreements in its reports.

During the Review Period and the subsequent interim period through January 15, 2015, there were no reportable events (as defined in Item 304(a)(1) (v) of Regulation S-K).

The Company has provided Cutler with a copy of this report, and has requested that Cutler furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Cutler's letter dated January 15, 2015 is attached as Exhibit 16.1 to this report.

(b) New Independent Accountants

On January 14, 2015, the Board of Directors of the Company approved the engagement of DKM Certified Public Accountants ("DKM") as the Company's new independent registered public accounting firm, effective as of January 15, 2015. DKM will review and perform an audit of the Company's Financial Statements for the fiscal year ending December 31, 2014; and will conduct review engagements on the Company's quarterly Financial Statements on an ongoing basis thereafter. DKM was previously engaged to review and perform an audit of the Company's Financial Statements for the fiscal years ended December 31, 2013 and 2012.

During the Review Period and the subsequent interim period through January 15, 2015, neither the Company nor anyone on its behalf consulted with DKM with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's Financial Statements, and neither a written report was provided to the Company nor oral advice was provided that DKM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation SK).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 16.1 Letter dated January 15, 2015 from Cutler to the Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AF OCEAN INVESTMENT MANAGEMENT COMPANY.
October 24, 2014	By:	/s/ Andy Fan
		Andy Fan, Chief Executive Officer

AF Ocean Investment Management Company

January 16, 2015 By: /s/Andy Fan

Name: Andy Fan

Title: Chief Executive Officer

Exhibit No.	Description
16.1	Letter dated January 15, 2015 from Cutler to the Securities and Exchange Commission

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