**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**FORM 10-Q**

 

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

 

For the period ended: **March 31, 2016**.

 

[ ] 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 beapplied  

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

(State or other jurisdictionof              (IRS Employer Identification No.)

incorporationor 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]

 

Indicate by check mark whether the registrant has submitted electronicallyand posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). 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 [ ]

 

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 30, 2016.

 

 

 

 

 

 

 

 

 

**                        TABLE OF CONTENTS**

**                  TOQUARTERLY REPORT ON FORM 10-Q**

**                  FORQUARTER ENDED March 31, 2016**

 

                        PartI – FINANCIAL INFORMATION   

                                                  

     Page     

Item 1. Financial Statements   

             BalanceSheets                                             4            

             

             StatementOf Operations                                    5     

             

             Statementof Cash Flows                                    6   

  

             CondensedNotes to Financial Statement                     7

                       

Item 2. Management's Discussion And Analysis Of Financial

        Condition AndResults Of Operation                              11            

      

Item 3  Quantitative And Qualitative Disclosure About MarketRisk       15

 

Item 4. Controls and Procedures                                         15

 

                        PARTII - OTHER INFORMATION

 

Item 1. Legal Proceedings                                               15  

      

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds     15

 

Item 3. Defaults Upon Senior Securities                                15

 

Item 4. Mine Safety Disclosures                                         16

      

Item 5. Other Information                                               16                   

      

Item 6. Exhibits                                                        16

 

 

                                      PartI – FINANCIAL INFORMATION

**Item1. Financial Statements**

 

**       Sino-AmericanNet Media Corp**

    **BalanceSheet**

**Asof March 31, 2016 and December 31, 2015**

 

 

           **Sino-AmericanNet Media Corp Statements of Income (Loss)**

**                                                     ForThree Months Ended March 31, 2016 and 2015**

** **

****

**                            **

** **

**                            Sino-American Net Media Corp**

**                             Statement of Cash Flows**

**                      Three Months Ended March 31, 2016 and 2015**

****

 

 

 

                                **SINO-AMERICAN NET MEDIA CORP INC**

**                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

                                         **March 31, 2016**

 

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-Q 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 the reporting period. Actual resultscould 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 March 31, 2016, 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 March 31, 2016.

 

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 to section260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weightedaverage number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing netloss 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 March 31, 2016.

 

 

3. GOING CONCERN

 

The accompanying financial statements are presented on a goingconcern basis. The Company had minimal operations during the period from February 9, 2009(date of inception) to March 31, 2016 andhas not established any source of revenue to cover its operating costs. The Company will engage in very limited activities withoutincurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer no cash considerationand seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts orfinancing 

or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantiallycurtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangementsthat 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 March 31, 2016

 

Deferred tax assets:

     Net operating losses carryforwards           $ 3,134

     Other                                            0

 

     Valuation allowance                           3,134

     Net deferred tax 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 March 31, 2016, the Company has a net operating loss carryforwardof $ 3,134 including $0 generated in this year. Net operating loss carryforward expires twenty years from the date the loss wasincurred.

 

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 2. Management's Discussion And Analysis Of Financial ConditionAnd Results Of Operation**

 

**FORWARD-LOOKING STATEMENTS:**

 

This Form 10-Q includes "forward-looking statements"within the meaning of Section 21E of the Exchange Act. These forward-looking statements are based on our current goals, plans,expectations, assumptions, estimates and predictions about the Company. When used in this Form 10-Q, the words "plan","believes," "continues," "expects," "anticipates," "estimates," "intends","should," "would," "could," or "may," and similar expressions are intended to identifyforward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors thatmay cause the actual results, events or growths to be materially different from any future results, events or growths expressedor implied by such forward-looking statements. Important factors that could cause actual results to differ materially from ourexpectations include, but are not limited to, Chinese government policy or rule changes, market conditions, competition and theability to successfully complete financing.

** **

Plan of Operation:

 

Sino-American Net Media Corp (the "Company") was organizedon February 9, 2009, as a blank check or shell company under the Laws of the State of Delaware. The Company does not currentlyengage in any business activities that provide cash flow. From inception, the primary activity of the Company has been directedtowards organizational efforts, compliance matters 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 Form 10-Q are advised to see if the Company has subsequently filed aForm 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 trade the Company's common stock in the Over-The-Counter Electronic 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 Company, 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 March 31, 2016, 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 the sole officer and director of theCompany, has agreed to provide the necessary 

funds, without interest, for the Company to comply with the Securities Exchange Actof 1934, as amended; provided that he is still an officer and director of the Company when the obligation is incurred. All advancesare interest-free.

 

Item 3. Quantitative And Qualitative Disclosure About market Risk

 

    None.

 

Item 4. 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 quarter that has materially affected, or is reasonablylikely to materially affect, our internal control over financial reporting.

 

Other Information.

 

During the change of control, Mr. Zhong Fang was appointed asthe Chairman of the Board, President and Chief Executive Officer of the Company. Even though appointments have been made, the soleofficer and director, Mr. Zhong Fang, is not compensated for his time.

** **

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

    None

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

 

    None.

 

Item 3. Defaults Upon Senior Securities

 

    None

Item 4. Mine Safety Disclosures

 

    None

 

Item 5. Other Information

 

    None

 

Item 6. Exhibits and Reports on Form 8-k

** **

**Exhibit                                                         Filed             _References In______**

**No               Description______________________        _ herewith          _ FormExhibit Filing Date**

** **

8-K Current Report (Company Name Change)                                             Filed on 02/08/2012

 

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/_ZhongFang        CEO & CFO    November 10 , 2016