UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-K



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



For the period ended: December 31, 2011.



[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Ac 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 specified
in its charter)



Delaware To be applied

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

(State or other jurisdiction of (IRS Employer
Identification No.)

incorporation or organization)





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

(Address of principal executive offices) (Postal
or 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 Exchange
Act: None



Securities registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, par value $.001 per share



Indicated by check 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ x ] No [ ]



Check if there is no disclosure of delinquent filers in response
to 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 this
Form 10-K. Yes [x] No [ ]



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, 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.
(Check one):



Large accelerated filer [ ] Accelerated filer
[ ]



Non-accelerated filer [ ](Do not Small reporting
company [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's
classes of common stock, as of the latest practicable date: 31,340,000 shares of common stock with par value of $0.0001 per share
outstanding as of March 27, 2012.



Documents Incorporated By Reference: See Part IV Item 15.



































TABLE OF CONTENTS

TO ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2011



Page

PART I

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 regarding
the 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 future
results, 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,
2011. 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, 2011, no any matter was
submitted to the Company's shareholders for a vote.



PART II



Item 5. Market for Registrant’s Common Equity and related
Stockholder 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,            2011      2010



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 Plan
of Operation:



Sino-American was organized on February 9, 2010, as a blank check
or shell company under the Laws of the State of Delaware. The Company does not currently engage in any business activities that
provide cash flow. From inception, the primary activity of the Company has been directed towards organizational efforts, compliance
matters and locating potential merger or acquisition candidates.



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



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



The Company believes that there are perceived benefits to being
a 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 of
assets 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 for
which 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 combination
with the Company, may include the following:



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



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



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



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



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



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



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



The Company is authorized to enter into a definitive agreement
with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this time
to 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 made
any final decision for a business combination with any private corporations, partnerships or sole proprietorships. When any such
agreement is reached or other material fact occurs, the Company will file notice of such agreement or fact with the U.S. Securities
and Exchange Commission on Form 8-K. Persons reading this Financial Statement are advised to see if the Company has subsequently
filed a Form 8-K.



There is presently no trading market for the Company's common
stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP # for its common
stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that such
brokers 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 by
the U.S. Securities and Exchange Commission. There can be no assurance to investors that any broker-dealer will actually file the
materials 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 defined
by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies.



BUSINESS COMBINATION



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



The Company has not restricted its search for any specific kind
of 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 may
become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may
seek 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 corporation
or entity.



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



The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage
of 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, generally
such 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 and
will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant
dilution 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 have
any revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in
the Company incurring a net operating loss that will increase continuously until the Company can consummate a business combination
with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such
a business combination.



LIQUIDITY AND CAPITAL RESOURCES



On December 31, 2011, 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 agreed
to 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 market
Risk



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 of
Regulation S-X. Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Act
of 1934 are unaudited.



_______________________________________________________________________________________________





Financial Statements



( this space intended left as blank)













Sino-American Net Media Corp

Balance Sheet

As of December 31, 2011 and December 31,
2010





|                                                                                                                |            |           |           | 12/31/2011 |          | 012/31/2010
|--------------------------------------------------------------------------------------------------------------- | ---------- | --------- | --------- | ---------- | -------- | -----------
|                                                                                                                |            |           |           |            |          |            
|Cash                                                                                                            |            |           |           | $          |          | $          
|Total Current Asset                                                                                             |            | $         |           | $         
|                                                                                                                |            |           |           |            |          |            
|Investment                                                                                                      |            |           | $       - |            | $      -
|Property                                                                                                        |            |           |           | $       -  |          |            
|Intangible Assets                                                                                               |            |           | $       - |            |         
|Total Assets                                                                                                    |            |           | $       0 |            | $      0
|                                                                                                                |            |           |           |            |          |            
|Liability and Shareholders equity                                                                               |            |           |          
|Current Liability                                                                                               |            |           |           |            |         
|Accounts payable                                                                                                |            |           |           |           
|Total Liabilities                                                                                               |            |           | $       0 |            | $      0
|                                                                                                                |            |           |           |            |          |            
|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                                                                                      |            | $       0 |           | $      0  
|                                                                                                                |            |           |           |            |          |            
|Total Liabilities and Shareholders' Equity                                                                      | $       0  |           | $      0 





|                                                              | Sino-American Net Media Corp
        Statements of Income (Loss)
        For Years Ended
        December 31, 2011 and 2010 |                         
|------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ------------------------
|                                                              |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         
|Revenue                                                       |                                                                                                                             |                         
|Gross Profits                                                 |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         
|Operating Expenses                                            |                                                                                                                             |                         
|Selling expenses                                              |                                                                                                                             |                         
|General and administrative expenses                           |                                                                                                                             | $                      -
|Total Operating Expenses                                      |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         
|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                                                |                                                                                                                             |                         
|                                                              |                                                                                                                             |                         



Sino-American Net Media Corp

Statements ofChanges In Stockholders' Equity

Until Year Ended December 31, 2011



|                                 |            |                                 
|-------------------------------- | ---------- | --------------------------------
|                                 | Common     | Paid-in                         
|                                 | Shares     | Capital                         
|Issuance of Common Stock, Shares | 25,000,000 | $                          3,134
|Net Profits (Loss)               |            |                                 
|Balance, December 31, 2009       | 25,000,000 | $                          3,134
|                                 |            |                                 
|Issuance of Common Stock, Shares |            |                                 
|Net Profits (Loss)               |            |                                 
|Balance, December 31, 2010       | 25,000,000 | $                          3,134
|                                 |            |                                 
|Issuance of Common Stock, Shares |            |                                 
|Net Profits (Loss)               |            |                                 
|Balance, December 31, 2011       | 25,000,000 | $                          3,134







































Sino-American Net Media Corp

Statement of Cash Flows

|                                          |  |                                  | For Years Ended December 31, 2011 and 2010 Periods |                                      
|----------------------------------------- |  | -------------------------------- | -------------------------------------------------- | -------------------------------------
|                                          |  |                                  |                                                    |                                      
|                                          |  |                                  |                                                    | From                                 
|                                          |  |                                  |                                                    | 1/1/2011                             
|                                          |  |                                  |                                                    | 12/31/2011                           
|CASH FLOWS FROM OPERATING ACTIVITIES:     |  |                                  |                                                    |                                      
|Net income (loss)                         |  |                                  |                                                    | $                              -     
|                                          |  |                                  |                                                    | $                             -      
|Net cash provided by operating activities |  |                                  | $                              -                   | $                                   -
|                                          |  |                                  |                                                    |                                      
|                                          |  |                                  |                                                    |                                      
|CASH FLOWS FROM FINANCING ACTIVITIES:     |  |                                  |                                                    |                                      
|Private Financing by issued shares        |  |                                  | $                              -                   | $                                   -
|Net Cash Provided By Financial Activities |  |                                  | $                              -                   | $                                   -
|                                          |  |                                  |                                                    |                                      
|Increase (decrease) in cash               |  |                                  |                                                    |                                      
|Cash, beginning at the period             |  | $                              - | $                                   -              | $                                 -  
|Cash, end at the period                   |  |                                  | $                              -                   | $                                   -
|                                          |  |                                  |                                                    |                                      
|Supplemental Cash Flow Information:       |  |                                  |                                                    |                                      
|Interests paid:                           |  |                                  | $                           -                      | $                           -        
|                                          |  |                                  |                                                    |                                      



























<PAGE>

SINO-AMERICAN NET MEDIA CORP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECTEMBER 31, 2011







1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS



Sino-American Net Media Corp (the "Company") was incorporated
under the laws of the State of Delaware on February 9, 2009 and 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.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Accounting



The accompanying audited financial statements and related
notes 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 Regulation
S-X.



The Company selected its year-end on December 31.



Development Stage Company



The Company is a development stage company as defined by section
915-10-20 of the FASB Accounting Standards Codification.  The Company has recognized no revenue since inception, and is still
devoting 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 with
accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



Cash Equivalents



The Company considers all highly liquid investments with
maturity 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 Accounting
Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting
Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority
to 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 liabilities
as 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 by
market data.



The Company does not have any assets or liabilities measured
at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for financial
assets and liabilities measured at fair value at December 31, 2011, nor gains or losses are reported in the statement of operations
that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting
date for the period from February 9, 2010 (inception) through December 31, 2011.



Revenue Recognition



The Company will apply paragraph 605-10-S99-1 of the FASB Accounting
Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and
earned.  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 740-10-30
of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the
extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
the statements of operations in the period that includes the enactment date.



The Company adopted section 740-10-25 of the FASB Accounting
Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits
claimed 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 position
will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater
than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance
on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased
disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to
the provisions of Section 740-10-25.



Net Loss Per Common Share



Net loss per common share is computed pursuant to section
260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net
loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.
 There were no potentially dilutive shares outstanding as of December 31, 2011.







3. GOING CONCERN



The accompanying financial statements are presented on a going
concern basis. The Company had minimal operations during the period from February 9, 2010(date of inception) to December 31, 2011
and has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities
without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer no
cash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing
contracts 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, acquisitions
or other arrangements that may dilute the interests of existing stockholders.



4. WARRANTS AND OPTIONS



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



5. RELATED PARTY TRANSACTIONS



None



6. INCOME TAXES



As
of December 31, 2011



Deferred tax assets:

Net operating lossescarry
forwards           $ 3,134

Other                               
0



Valuation allowance                          
3,134

Net deferred tax assets                     $    0



Realization of deferred tax assets is dependent upon sufficient
future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to
reduce 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, 2011, the Company has a net operating loss
carryforward of $ 3,134 including $0 generated in this year. Net operating loss carryforward expires twenty years from the date
the loss was incurred.



8. STOCK TRANSACTIONS



Upon formation, the Board of Directors issued 31,340,000 shares
of 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's
shares 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 been
unchanged since the company’s inception.



9. STOCKHOLDERS' EQUITY



The stockholders' equity section of the Company contains the following
classes 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 Accounting
and Financial Disclosures





None



Item 9A. Controls and Procedures



An evaluation was performed under the supervision and with the
participation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of
1934, as amended) as of the end of period covered by this report. Based on that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in
our internal control over financial reporting during our most recent fiscal year that has materially affected, or is reasonably
likely 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         47
               August 2010 President, CFO, Director





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



Item 11. Executive Compensation



None



Item 12. Security Ownership of Certain Beneficial Ownership
Management



We have set forth in the following table information, which is
relative to our common stock beneficially owned on December 31, 2011:



Name and Address of           Amount of                    Percentage of

Beneficial Owner             Beneficial Owner               This Class



Sino-American* 31,026,60099.0 %





Total:                       
31,026,600                     99.0 %



* Sino-American* is a Nevada company and controlled
and 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_Form Exhibit 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 of
1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.







Sino-American Net Media Corp.



Dated: March 27, 2012                       By: /s/ Zhong Fang

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

Zhong Fang (Principal Executive Officer)

(Principal Financial Officer)



In accordance with the Exchange Act, this report has been signed
below 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                                         
March 27, 2012

Zhong Fang