**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**FORM 10-K**

 

[X] Annually Report pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

 

For the period ended: **December 31, 2014**.

 

[ ] Transition Report pursuant to 13 or 15(d) of the SecuritiesExchange Act of 1934

 

For the transition period from to

 

Commission File Number: 000-53682

 

**SINO-AMERICAN NET MEDIA CORP.**

__________________________________________________

(Exact name of Small Business Issuer as specifiedin its charter)

 

Delaware                                  To be applied

--------------------------------****                 ----------------------------------

(State or other jurisdiction of                  (IRS EmployerIdentification No.)

incorporation or organization)

 

 

227 West Valley Blvd., #298-C, San Gabriel,CA 91776 48331 

(Address of principal executive offices) (Postalor Zip Code)

 

Issuer's telephone number, including area code: 626-807-2198;Fax: 626-279-1271

 

Securities registered pursuant to Section 12(b) of the ExchangeAct: None

 

Securities registered pursuant to Section 12(g) of the ExchangeAct: Common Stock, par value $.0001 per share

 

Indicated by check whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes [  ] No [x]

 

Check if there is no disclosure of delinquent filers in responseto Item 405 of Regulation S-B is not contained in this form, and will not be contained, to the best of registrant's knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. Yes [ ] No [x]

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large acceleratedfiler"," accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):

 

Large accelerated filer [ ]                                               Accelerated filer[ ]

 

Non-accelerated filer [ ](Do not                                          Small reportingcompany [x]

check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]

 

The issuer's revenues for the its most recent fiscal year: $0

 

State the number of shares outstanding of each of the issuer'sclasses of common stock, as of the latest practicable date: 31,340,000 shares of common stock with par value of $0.0001 per shareoutstanding as of  September 26, 2016.

 

Documents Incorporated By Reference: See Part IV Item 15.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**        TABLE OF CONTENTS**

  **TO ANNUAL REPORT ON FORM 10-K**

**FOR YEAR ENDED DECEMBER 31, 2014**

PART I                                                                                                  page

**Item 1. Description of Business ----------------------------------------------------------------------------4**

**Item 1A. Risk Factors --------------------------------------------------------------------------------------5**

**Item 1B. Unresolved Staff Comments -------------------------------------------------------------------------5**

**Item 2. Description of Property ----------------------------------------------------------------------------5**

**Item 3. Legal Proceedings ----------------------------------------------------------------------------------5**

**Item 4. Submission of Matters to a Vote of Security Holders------------------------------------------------ 5**

** **

**PART II**

**Item 5. Market for Registrant’s Common Equity and**

**related Stockholder Matters --------------------------------------------------------------------------5**

**Item 6. Selected Financial Data ----------------------------------------------------------------------------6**

**Item 7. Management’s Discussion and Analysis or Plan**

**of Operation -----------------------------------------------------------------------------------------6**

**Item 7A. Quantitative and Qualitative Disclosures About**

**Market Risk ------------------------------------------------------------------------------------------9**

**Item 8. Financial Statements ------------------------------------------------------------------------------- 9**

**Item 9. Changes in and Disagreements with Accountants on**

**Accounting and Financial Disclosures ----------------------------------------------------------------18**

**Item 9A. Controls and Procedures --------------------------------------------------------------------------18**

** **

**PART III**

**Item 10. Directors, Executive Officers of the Registrant**--------------------------------------------------**18**

**Item 11. Executive Compensation ----------------------------------------------------------------------------19**

**Item 12. Security Ownership of Certain Beneficial**

**Ownership Management --------------------------------------------------------------------------------19**

**Item 13. Certain Relationships and Related Transactions**--------------------------------------------------- **19**

**Item 14. Principal Accountant Fees and Services -----------------------------------------------------------19**

** **

**Part IV**

**Item 15. Exhibits -----------------------------------------------------------------------------------------20**

** **

**Signatures ------------------------------------------------------------------------------------------------20**

 

 

 

 

**FORWARD-LOOKING STATEMENTS**

 

This Annual Report on Form 10-K contains forward-looking statements.The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regardingthe Company.

 

When used in this Annual Report, the words "plan", "believes,""continues," "expects," "anticipates," "estimates," "intends", "should,""would," "could," or "may," and similar expressions are intended to identify forward looking statements.

 

Such forward-looking statements involve known and unknown risks,uncertainties and other factors that may cause the actual results, events or growths to be materially different from any futureresults, events or growths expressed or implied in this Annual Report.

 

**PART I**

** **

**Item 1: Description of Business:**

 

Sino-American Net Media Corp (the "Company", “Sino-American”)was incorporated under the laws of the State of Delaware on February 9, 2010 under the name of "Empire Asia Resources Corp.",and was changed into the Sino-American INVESTMENT HOLDINGS INC on August 13, 2010, and changed into the current name on May 19,2013. The Company has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition,merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

**Item 1A. Risk Factors**

 

N/A

 

**Item 1B. Unresolved Staff Comments**

** **

None.

 

**Item 2. Description of Property:**

** **

The Company does not own or lease offices or property of any kind.Mr. Fang supplies the Company with office space and office equipment on rent-free.

 

**Item 3. Legal Proceedings:**

 

None.

 

**Item 4. Submission of Matters to a Vote of Security Holders:**

** **

In the fiscal year ended December 31, 2014, no any matter wassubmitted to the Company's shareholders for a vote.

 

**PART II**

** **

**Item 5. Market for Registrant’s Common Equity and relatedStockholder Matters.**

 

a. Market Information.

None.

 

b. Dividends.

We have not declared any dividends yet.

 

 

**Item 6. Selected Financial Data**

** **

**Financial Highlights**

 

_($)_____________________________________________________________________

Fiscal Year Ended December 31,        2014   2013

 

Revenue                           0      0

Income (Loss) from Operation      0      0

Net Income (Loss)                 0      0

Cash & Cash Equivalents           0      0

Liabilities                       0      0

Shareholder Equities              0      0

_________________________________________________________________________

** **

 

****

 

****

** **

**Item 7. Management’s Discussion and Analysis or Planof Operation:**

 

Sino-American was organized on February 9, 2009, as a blank checkor shell company under the Laws of the State of Delaware. The Company does not currently engage in any business activities thatprovide cash flow. From inception, the primary activity of the Company has been directed towards organizational efforts, compliancematters and locating potential merger or acquisition candidates.

 

The Company has registered its Common Stock on a Form 10 registrationstatement filed pursuant to the Securities Exchange Act of 1934 (the Exchange Act) and Rule 12(g) thereof. The Company files withthe U.S. Securities and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act, including quarterly reportson Form 10-Q and annual reports on Form 10-K.

 

The Company was formed to engage in a merger with or acquisitionof an unidentified private company, which desires to become a reporting (public) company whose securities are qualified for tradingin the United States secondary market. The Company meets the definition of a blank check company contained in Section 7(b)(3) ofthe Securities Act of 1933, as amended.

 

The Company believes that there are perceived benefits to beinga reporting company with a class of publicly-traded securities which may be attractive to foreign and domestic private companies.

 

These benefits are commonly thought to include:

 

1. the ability to use registered shares to make acquisition ofassets or businesses;

  

2. increased visibility in the financial community;

 

3. the facilitation of borrowing from financial institutions;

 

4. improved trading efficiency;

 

5. shareholder liquidity;

 

6. greater ease in subsequently raising capital;

 

7. compensation of key employees through options for stock forwhich there is a public market;

 

8. enhanced corporate image; and,

 

9. a presence in the United States capital market.

 

A private company, which may be interested in a business combinationwith the Company, may include the following:

 

1. a company for which a primary purpose of becoming public isthe use of its securities for the acquisition of assets or businesses;

 

2. a company which is unable to find an underwriter of its securitiesor is unable to find an underwriter of securities on terms acceptable to it;

 

3. a company which wishes to become public with less dilutionof its Common Stock than would occur normally upon an underwriting;

 

4. a company which believes that it will be able to obtain investmentcapital on more favorable terms after it has become public;

 

5. a foreign company which may wish an initial entry into theUnited States securities market;

 

6. a special situation company, such as a company seeking a publicmarket to satisfy redemption requirements under a qualified Employee Stock Option Plan; and,

 

7. a company seeking one or more of the other benefits believedto attach to a public company.

 

The Company is authorized to enter into a definitive agreementwith a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this timeto predict with which private company, if any, the Company will enter into a definitive agreement or what will be the industry,operating history, revenues, future prospects or other characteristics of that company.

 

As of the date hereof, management of the Company has not madeany final decision for a business combination with any private corporations, partnerships or sole proprietorships. When any suchagreement is reached or other material fact occurs, the Company will file notice of such agreement or fact with the U.S. Securitiesand Exchange Commission on Form 8-K. Persons reading this Financial Statement are advised to see if the Company has subsequentlyfiled a Form 8-K.

 

There is presently no trading market for the Company's commonstock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP # for its commonstock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that suchbrokers can quote the price of the Company's common stock in the Over-The-Counter Bulletin Board (the "OTC Bulletin Board"or “OTCBB”) after the Company is no longer classified as a "blank check" or shell company, as defined bythe U.S. Securities and Exchange Commission. There can be no assurance to investors that any broker-dealer will actually file thematerials required in order for such OTC Bulletin Board trading to proceed.

 

The U.S. Securities and Exchange Commission has adopted a rule(Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as definedby Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is engage in amerger or acquisition with an unidentified company or companies.

 

BUSINESS COMBINATION

 

The Company will attempt to locate and negotiate with a businessentity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stockexchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish tostructure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 ofthe Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiatingwith any target business.

 

The Company has not restricted its search for any specific kindof businesses, and it may acquire a business, which is in its preliminary or development stage, which is already in operation,or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company maybecome engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or mayseek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition,the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporationor entity.

 

It is anticipated that any securities issued in any such businesscombination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. Insome circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of suchsecurities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it willbe undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummateda business combination. The issuance of additional securities and their potential sale into any trading market which may developin the Company's securities may depress the market value of the Company's securities in the future if such a market develops, ofwhich there is no assurance.

 

The Company will participate in a business combination only afterthe negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentageof the combined Company's shares, which the target company shareholders would acquire in exchange for their shareholdings.

 

Although the terms of such agreements cannot be predicted, generallysuch agreements will require certain representations and warranties of the parties thereto, will specify certain events of default,will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing andwill include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significantdilution effect on the percentage of shares held by the Company's shareholders at such time.

 

OPERATIONAL RESULTS

 

The Company has no current operating history and does not haveany revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood, sustainoperating expenses without corresponding revenues, at least until the consummation of a business combination. This may result inthe Company incurring a net operating loss that will increase continuously until the Company can consummate a business combinationwith a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate sucha business combination.

 

LIQUIDITY AND CAPITAL RESOURCES

 

On December 31, 2014, the Company had no cash and no other assets.We are dependent upon our officers to meet any minimum costs that may occur. Mr. Zhong Fang, President of the Company, has agreedto provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended;provided that he is President of the Company when the obligation is incurred. All advances are interest-free.

 

**Off-Balance Sheet Arrangements:**

None.

 

**Item 7A.	Quantitative And Qualitative Disclosure About marketRisk**

 

None.

 

**Item 8. Financial Statements**

** **

Financial Statements: Balance Sheet, Statement of Operations,Statement of Stockholder's Equity, Statement of Cash Flows, and Notes to Financial Statements.

 

The Company is an inactive entity as defined by Section 3-11 ofRegulation S-X. Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Actof 1934 are unaudited.

 

_______________________________________________________________________________________________

 

 

Financial Statements

 

( this space intended left as blank)

 

 

 

 

** **

 

 

 

**Sino-American Net Media Corp**

**BalanceSheet**

**       Asof December 31, 2014 and December 31, 2013**

   12/31/2103   12/31/2014          Cash $—    $—   Total Current Asset $—    $—            Investment        Property        Intangible Assets        Total Assets $—    $—            Liability and Shareholders equity        Current Liability          Accounts payable $—    $—   Total Liabilities $—    $—            Shareholders' Equity        Preferred stock ( $.0001 par value        20,000,000 shares authorized, none o/s)         Common shares  w/  Par value $0.0001        250,000,000 shares authorized 31,340,000  o/s $3,134  $3,134  Earning (Deficit) accumulated $(3,134) $(3,134)         Total Shareholders' Equity $—    $—            Total Liabilities and Shareholders' Equity $—    $—   
 

      

   ** **

****

**                   Sino-American Net MediaCorp**

**             Statements of OperationIncome for the Year**

**          Ended on December 31, 2014 and December 31, 2013**

****

****
    Year    Year   From Inception        ended on      ended on   (2/9/2009)  to    12/31/2014   12/31/2013   12/31/2014 Revenue          —   Gross Profits                         Operating Expenses              Selling expenses          —     General and administrative expenses         $3,134 Total Operating Expenses         $(3,134)             Income (loss) from Operation          —                Other income (expenses)          —     Interests income (expenses)             Provision for income tax            Net income (loss)                         Earning per share (EPS)            Basic and diluted net earnings per share               31,340,000 Shares  O/S respectively $—    $—    $—                             Weighted average number of common shares used to compute EPS:              -Basic/Diluted  31,340,000   31,340,000   31,340,000 
****

**                      Sino-American Net Media Corp**

           **Statements of Changes In Stockholders' Equity**

**                  Until Year Ended December 31, 2014**
   Common   Paid-in   Accumulated        Shares   Capital   Profits  (Loss)   Total   Issuance of Common Stock, Shares  31,340,000  $3,134         Net Profits (Loss)         $(3,134)      Balance, December 31, 2010  31,340,000  $3,134  $(3,134) $—                     Issuance of Common Stock, Shares                Net Profits (Loss)                  Balance, December 31, 2011  31,340,000  $3,134  $(3,134) $—                     Issuance of Common Stock, Shares                Net Profits (Loss)                  Balance, December 31, 2012  31,340,000  $3,134  $(3,134) $—                     Issuance of Common Stock, Shares                Net Profits (Loss)                  Balance, December 31, 2013  31,340,000  $3,134  $(3,134) $—                    Issuance of Common Stock, Shares                Net Profits (Loss)                  Balance, December 31, 2014  31,340,000  $3,134  $(3,134) $—   
 

 

 

 

 

 

 **Sino-American Net Media Corp**

 **Statementof Cash Flows**

**For Years EndedDecember 31, 2014 and 2013**

 
   12 Month   12 Month   From Inception    Ended On   Ended on   2/09/2009   to    12/31/2014   12/31/2013   12/31/2014              CASH FLOWS FROM OPERATING ACTIVITIES:               Net income (loss)  0   0   -3134              Net cash provided by operating activities  0   0   -3134                           CASH FLOWS FROM FINANCING ACTIVITIES:              Private Financing by issued shares  0   0   3134 Net Cash Provided By Financial Activities  0   0   3134               Increase (decrease) in cash               Cash, beginning at the period  0   0   3134    Cash, end at the period  0   0   0              Supplemental Cash Flow Information:             Interests paid:  0   0   0 
 

 

 

 

<PAGE>

                          **SINO-AMERICAN NET MEDIA CORP INC**

**                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

                                  **DECEMBER 31, 2014**

 

1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS

 

Sino-American Net Media Corp (the "Company") was incorporatedunder the laws of the State of Delaware on February 9, 2009 and has been inactive since inception. The Company intends to serveas a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic orforeign business.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying audited financial statements and relatednotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for annual financial information, and with the rules and regulations of SEC to Form 10-K and Article 8 of RegulationS-X.

 

The Company selected its year-end on December 31.

 

Development Stage Company

 

The Company is a development stage company as defined by section915-10-20 of the FASB Accounting Standards Codification.  The Company has recognized no revenue since inception, and is stilldevoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.All losses accumulated since inception, have been considered as part of the Company’s development stage activities.

 

Estimates

 

The preparation of financial statements in conformity withaccounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements

and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

 

Cash Equivalents

The Company considers all highly liquid investments withmaturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB AccountingStandards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB AccountingStandards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United Statesof America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fairvalue measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputsto valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priorityto quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 
- Level 1 Quoted market prices available in active markets for identical assets or liabilitiesas of the reporting date.

 
- Level 2 Pricing inputs other than quoted prices in active markets included in Level 1,which are either directly or indirectly observable as of the reporting date.

 
- Level 3 Pricing inputs that are generally unobservable inputs and not corroborated bymarket data.

 

The Company does not have any assets or liabilities measuredat fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for financialassets and liabilities measured at fair value at December 31, 2014, nor gains or losses are reported in the statement of operationsthat are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reportingdate for the period from February 9, 2009 (inception) through December 31, 2014.

 

Revenue Recognition

 

The Company will apply paragraph 605-10-S99-1 of the FASB AccountingStandards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable andearned.  The Company will consider 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.  

 

Income Taxes

 

The Company will account for income taxes under Section 740-10-30of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differencesbetween the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws thatwill be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to theextent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilitiesare measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences areexpected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized inthe statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB AccountingStandards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefitsclaimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25,the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax positionwill be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefitsrecognized in the financial statements from such a position should be measured based on the largest benefit that has a greaterthan fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidanceon de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increaseddisclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according tothe provisions of Section 740-10-25.

 

Net Loss Per Common Share

 

Net loss per common share is computed pursuant tosection 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss bythe weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computedby dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of commonstock during each period.  There were no potentially 

dilutive shares outstanding as of December 31, 2014.

 

 

3. GOING CONCERN

 

The accompanying financial statements are presented on a goingconcern basis. The Company had minimal operations during the period from February 9, 2010(date of inception) to December 31, 2014and has not established any source of revenue to cover its operating costs. The Company will engage in very limited activitieswithout incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer nocash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producingcontracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur,it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitionsor other arrangements that may dilute the interests of existing stockholders.

 

4. WARRANTS AND OPTIONS

 

There are no warrants or options outstanding to acquire any additionalshares of common stocks.

 

5. RELATED PARTY TRANSACTIONS

 

None

 

6. INCOME TAXES

                                              Asof December 31, 2014

Deferred tax assets:

     Net operatinglosses carry forwards           $ 3,134

     Other                                           0

 

     Valuation allowance                            3,134

     Net deferredtax assets                     $    0

 

Realization of deferred tax assets is dependent upon sufficientfuture taxable income during the period that deductible temporary differences and carry-forwards are expected to be available toreduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

 

7. NET OPERATING LOSSES

 

As of December 31, 2014, the Company has a net operating losscarryforward of $ 3,134 including $0 generated in this year. Net operating loss carryforward expires twenty years from the datethe loss was incurred.

 

8. STOCK TRANSACTIONS

 

Upon formation, the Board of Directors issued 31,340,000 sharesof common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.

 

On August 13, 2010, Zhong Fang purchased 99 % of the Company'sshares of common stock from the founder in a private sale at the price of $59,990.

 

The aggregate number of shares issued and outstanding has beenunchanged since the company’s inception.

 

9. STOCKHOLDERS' EQUITY

 

The stockholders' equity section of the Company contains the followingclasses of capital stock as of this date of reporting:

 

Common stock, $ 0.0001 par value: 250,000,000 shares authorized;31,340,000 shares issued and outstanding.

 

 

**Item 9. Changes in and Disagreements with Accountants on Accountingand**

**Financial Disclosures**

** **

**None**

 

**Item 9A. Controls and Procedures**

 

An evaluation was performed under the supervision and with theparticipation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectivenessof our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of1934, as amended) as of the end of period covered by this report. Based on that evaluation, the Company's Chief Executive Officerand Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change inour internal control over financial reporting during our most recent fiscal year that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.

** **

 

**Item 10.****Directors, Executive Officers of the Registrant**

 

Our company currently has one officer and Director:

 

 

Name                Age                 Term          Served as Position with the

                                                 Director/Officer Company	

 

Zhong Fang          50                August 2010         President, CFO

                                                      Director

 

Zhong Fang, President since August 2010, and is a self-employedconsultant for real estate, immigration and network and media information since 2008. Before 2008 till 1994, he mainlyengaged in real estate development and investment, the development of network information.

** **

**Item 11. Executive Compensation**

 

None

 

**Item 12. Security Ownership of Certain Beneficial OwnershipManagement**

** **

We have set forth in the following table information, which isrelative to our common stock beneficially owned on December 31, 2014:

** **

Name and Address of                               Amountof                        Percentageof

Beneficial Owner                               Beneficial Owner                     This Class

 

   Sino-American*                               31,026,600****                         99.0 %

 

  

Total:                                      31,026,600                          99.0 %

** **

* Sino-American* is a Nevada company and controlledand represented by Zhong Fang**.**

** **

**Item 13. Certain Relationships and Related Transactions.**

 

None

 

**Item 14. Principal Accountant Fees and Services.**

** **

**Audit Fees:**

**None**

** **

**Audit related fees:**

None

 

**Tax Fees:**

None

 

**All Other Fees:**

None

 

**PART IV**

** **

**Exhibit                                         Filed                   _References In______**

**No         Description_______________________ herewith_               FormExhibit Filing Date**

 

 

31    Section 302 Certification of CEO & CFO       X

** **

32    Section 906 Certification of CEO & CFO       X

** **

 

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

                                                                      Sino-American Net Media Corp.

 

Dated: November   10, 2016                                                       By:/s/ Zhong Fang

                                                                          ------------------------

                                                                    Zhong Fang (Principal Executive Officer)

                                                                               (Principal Financial Officer)

 

In accordance with the Exchange Act, this report has been signedbelow by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name                                                             Title                                                Date

 

 

/s/_Zhong Fang                                                 CEO& CFO                                     November 10, 2016

     Zhong Fang