As filed with the Securities and Exchange
Commission on July 28, 2017
Registration No. 333-214546
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No.1
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
SINORAMA
CORPORATION
(Exact name of Registrant as specified in
its charter)
Florida
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4724
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81-3305510
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(State or other jurisdiction of incorporation
or organization)
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(Primary Standard Industrial Classification
Code Number)
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(I.R.S. Employer
Identification Number)
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Sinorama Corporation
La Plaza Swatow, Office 518
P.O. Box 008, 998 Blvd. Saint-Laurent
Montreal, QC H2Z 9Y9
Office: 514-866-6888
(Address, including zip code, and telephone
number, including area code,
of Registrant’s principal executive
offices)
InCorp Services, Inc.
17888 67th Court North
Loxahatchee, FL 33470
Office: (702) 866-2500/800.2.INCORP
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
with a copy to:
ROBERT BRANTL, ESQ.
52 Mulligan Lane
Irvington, NY 10533
Office: (914) 693-3026
E-mail: robertbrantl@earthlink.net
Approximate date of commencement of proposed
sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check
the following box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
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.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
x
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to
the Registration Statement on Form S-1 (File No. 333-214546) of Sinorama Corporation is being filed pursuant to the undertakings
in the Registration Statement to update and supplement the information contained in the Registration Statement, as originally declared
effective by the SEC on January 9, 2017, to include the information contained in the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2016 that was filed with the SEC on March 31, 2017, and quarterly report on Form 10-Q for
the three months ended March 31, 2017 that was filed with the SEC on May 15, 2017.
The information included in this filing
updates and supplements this Registration Statement and the Prospectus contained therein. No additional securities are being registered
under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing
of the Registration Statement.
The
information in this prospectus is not complete and may be amended. The Issuer may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted
.
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SUBJECT TO COMPLETION DATED JULY 28,
2017
RESALE PROSPECTUS
SINORAMA
CORPORATION.
5,900,000 SHARES OF COMMON STOCK
OFFERING PRICE $1.00 PER SHARE
We are registering for resale 5,900,000
shares of our common stock by selling stockholders (the "Resale Offering"). The selling stockholders, which are identified
in this prospectus, may sell these shares from time to time in the open market or in negotiated transactions. The selling security
holders will offer and sell our common stock at a fixed price of $1.00 per share, until a public market emerges for our common
stock and, thereafter, at prevailing market prices.
We will not receive any proceeds from the sale of the shares.
You should read this prospectus and any
prospectus supplement carefully before you invest. We will not receive any proceeds from the sale of shares by the selling stockholders.
Our common stock has been assigned the
trading symbol “SNNN”, and is quoted for trading on The OTC Pink Market.
OUR BUSINESS IS SUBJECT TO MANY RISKS
AND AN INVESTMENT IN OUR COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED
UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 6 BEFORE INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is July 28,
2017
TABLE OF CONTENTS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission. You should rely only on the information contained in this
prospectus or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation
on behalf of SINORAMA COROPORATION that is different from that contained in this prospectus. You should not rely on any unauthorized
information or representation.
This prospectus is an offer to sell only
the securities offered by this prospectus under circumstances and in jurisdictions where it is lawful to do so. The information
in this prospectus is accurate only as of the date of this prospectus, regardless of the date of delivery of this prospectus or
of any sales of these securities. Our business, financial condition, results of operations and prospects may have changed since
the date of this prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.
PROSPECTUS SUMMARY
This summary highlights certain information
contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and
related notes, and especially the risks described under “Risk Factors” beginning on page 6. All references to “we,”
“us,” “our,”, “Company” or similar terms used in this prospectus refer to SINORAMA CORPORATION. Unless
otherwise indicated, the term “fiscal year” refers to our fiscal year ending December 31. Unless otherwise indicated,
the term “common stock” refers to shares of the Company’s common stock.
Overview
SINORAMA CORPORATION
(“Sinorama”,
the “Company” “we” or “us”) was incorporated in the State of Florida on June 30, 2016. The
Company’s principal corporate address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC
H2Z 9Y9. Our telephone number is
514-866-6888
. Our website address is
www.sinoramacorporation.com
.
We are a travel operator company. Our revenues
are generated from the sale of self-developed products, including Bus Tour Products and Asian Tour Products. We also sell Third
Party Products (air tickets, hotel, etc.). Revenues have grown rapidly since 2013, primarily driven by sale of our self-developed
Asian Tours Products. Every year, over 10,000 tourists from North America, Europe, Australia and New Zealand have traveled to Asia
with Sinorama, while tens of thousands of tourists from China and around the world traveled with Sinorama in Canada, the United
States and Europe. For the year ended December 31, 2016, revenues were $77.65 million compared to $41.06 million in 2015, an increase
of 89%. Our net losses for 2016 was $4.50 million compared to $0.37 million for 2015. For the three months ended March 31, 2017,
revenues increased 33% to $13.08 million compared to $9.81 million for the same period last year. For the three months ended March
31, 2017, net loss increased 27% to $2.19 million compared to $1.72 million for the same period last year. For the year ended December
31, 2016, two self-developed products sales, Asian Tours and Bus Tours, accounted for 78% and 12% of the revenue, respectively.
We have three (3) executive officers, QIAN
Hong, Chairman, JING Wenjia, Chief Executive Officer and ZHAO Hongxi, Chief Financial Officer.
The Company’s subsidiaries include
Sinorama Tours Co., Ltd., Simon Qian Voyages, Inc., Vacances Sinorama Inc., and Sinorama Voyages.
Sinorama Tours Co., Ltd.
("Sinorama
Tours") is a privately held Limited Company registered in Samoa on June 3, 2015. Sinorama Tours is authorized to issue 1,000,000
shares of a single class, and has issued 10,000 shares of a single class, each with par value of $1.00 per share.
Simon Qian Voyages Inc
. (“Simon
Qian Voyages”) was established on October 12, 2012 under the laws of Canada. Initially, Ms. Jing Wenjia was the sole shareholder
of Simon Qian Voyages.
Vacances Sinorama Inc.
(“Vacances
Sinorama”) is a privately held, for-profit travel producer and seller, incorporated in Quebec, Canada in December 2004. Vacances
Sinorama is a large integrated tour company providing Bus Tours, Asian Tours, air tickets, hotel reservations, cruises and other
travel products to customers worldwide. Vacances Sinorama facilitates travel commerce with online and offline travel business,
targeting both the business to customer (B2C) and the business to business (“B2B”) travel marketplaces. Initially,
Mr. Qian Hong owned all the outstanding shares of Vacances Sinorama. In December 2014 Mr. Qian Hong transferred 66.67% of his controlling
interest to Simon Qian Voyages.
Sinorama Voyages
(“Sinorama
Voyages”) is a privately held, for-profit travel producer and seller, incorporated in France in February 2012. Initially,
Mr. Qian Hong owned 51% of Sinorama Voyages. Sinorama Voyages is an integrated travel company providing Bus Tours and Asian Tours
to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and offline travel business, targeting both
the business to customer (B2C) and the business to business (“B2B”) travel marketplace.
Reorganization
On June 30, 2016, the Company engaged in
a corporate reorganization to roll several controlled entities (now referred to as the “subsidiaries”) into Sinorama
Corporation. The specific transactions related to this reorganization are as follows:
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On May 9, 2016, Mr. Qian Hong transferred his 51% interest in Sinorama Voyages to Sinorama Tours.
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·
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On June 9, 2016, Ms. Jing Wenjia transferred sole ownership of Simon Qian Voyages to Sinorama Tours,
which then owned 100% of Simon Qian Voyages and, indirectly, 66.67% of Vacances Sinorama, as well as 51% of Sinorama Voyages.
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·
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On June 30, 2016, Sinorama Corporation issued a total of 11,000,000 shares of its common stock
to the shareholders of Sinorama Tours in exchange for 100% of the outstanding shares of Sinorama Tours.
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The control of the entities was not changed
by the reorganization, as all five entities remained under the control of Mr. Qian Hong) and/or his wife, Ms. Jing Wenjia). Accordingly,
we have treated the combination, for accounting purposes, as a corporate restructuring (reorganization) of entities under common
control. Thus, the current capital structure has been retroactively presented in prior periods as if such structure existed at
that time, and, in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all
periods during which such entities were under common control. Since all the subsidiaries were under common control for the entirety
of the years ended December 31, 2016 and 2015, the results of these subsidiaries are included in the financial statements for both
periods. Non-controlling interests in the subsidiaries are related parties and therefore were not adjusted to fair value as a result
of the reorganization.
Our Industry
The
Statistical Annex
of the United
Nations World Tourism Organization World Tourism Barometer (
UNWTO World Tourism Barometer)
presented full year results for
international tourism in 2015, based on preliminary data for international overnight visitors reported by destinations around the
world.
The number of international tourists (overnight
visitors) reached 1,184 million in 2015, 50 million more than in 2014. With a 4.4% increase, 2015 marks the sixth consecutive year
of robust growth above the long-term average since the financial crisis of 2009. As of 2015, international tourism had gained 256
million arrivals since the pre-crisis year of 2008.
Europe (+5%) led growth in absolute and
relative terms supported by a weaker euro vis-à-vis the US dollar and other main currencies. Arrivals reached 609 million,
or 29 million more than in 2014. Central and Eastern Europe (+6%) rebounded from last year’s decrease in arrivals. Northern
Europe (+7%) and Southern Mediterranean Europe (+5%) also recorded sound results while Western Europe (+3%) was below average.
Asia and the Pacific (+5%) recorded 14
million more international tourist arrivals last year to reach 278 million, with uneven results across destinations. Oceania (+7%)
and South-East Asia (+6%) led growth, while South Asia and North-East Asia recorded an increase of 4%.
Results from the UNWTO Confidence Index
remain largely positive for 2016, though at a slightly lower level than the previous two years. Based on the current trend and
outlook, UNWTO projects international tourist arrivals to grow by 4% worldwide in 2016.
Therefore, over the past years, tourism
has proven to be a surprisingly strong and resilient economic activity and a fundamental contributor to the economic recovery by
generating billions of dollars in exports and creating millions of jobs. This has been true for destinations all around the world,
but particularly for Europe, as the region struggles to consolidate its way out of one of the worst economic periods in its history.
Our Strengths
Management believes the following strengths
have contributed to our success:
·
multiple
language service offerings;
·
advanced
and scalable proprietary technology;
·
large
and diversified customer base;
·
trusted
brand powered by compelling customer experience;
·
comprehensive
product offerings; and
·
extensive
supplier network and strong supply chain management expertise.
Our Strategies
Our goal is to become a worldwide consumers’
destination for leisure travel products and services. We aim to further expand our online leisure travel market share by pursuing
the following strategies:
·
expand
product designation and offerings;
·
expand
languages services offerings;
·
further
grow user base and increase user engagement;
·
strengthen
supply chain management;
·
enhance
online platform;
·
continue
to invest in technology and product development capabilities; and
·
pursue
strategic acquisitions.
Our Challenges
The successful execution of our business
plan is subject to risks and uncertainties related to our business and industry, including those relating to our ability to:
·
continue
to provide competitive travel products and services;
·
continue
to provide competitive languages services;
·
maintain
the quality of customer services;
·
adequately
control and ensure the quality of travel products and services sourced from the Company itself and travel suppliers;
·
achieve
and maintain profitability given our history of net losses;
·
adapt
to the more stringent regulations on tour operators under the newly promulgated Tourism Law;
·
compete
successfully against existing and new competitors;
·
enhance
the Company brand recognition;
·
manage
the proceedings or claims arising from travel-related accidents or customer misconducts;
·
maintain
the satisfactory performance of the Company online platform and management systems; and
·
the
Company’s ability to attract, train and retain qualified personnel.
You should refer to “Risk Factors”,
beginning on page 6, for a more detailed discussion of the risks involved in investing Sinorama.
Competition
The travel company industry is fragmented
and highly competitive throughout the world. Our competitors in the market can be grouped into several broad categories based on
size, business model, product offerings, target customers and geographic scope of operations. These include international products
suppliers and travel companies with significant competitive services. Our many and powerful competitors will be an obstacle to
our ability to achieve profitable operations.
The Company's corporate structure
Our primary business operations are conducted
through our Canadian and French operating subsidiaries, Vacances Sinorama and Sinorama Voyages. For ease of reference, below is
a chart that presents our current corporate structure.
Summary of the Offering
Shares of common stock offered by us:
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None
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Shares of common stock offered by Selling Stockholders pursuant to this prospectus
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5,900,000 shares of our common stock.
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Common stock currently outstanding
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14,700,000
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Use of Proceeds:
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The Company will not receive any proceeds from the resale or other disposition of common stock offering by the selling stockholders covered by this prospectus.
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Risk Factors:
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An investment in the company common stock is speculative and involves substantial risks. You should read the “Risk Factors” section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.
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Trading Symbol:
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“SNNN”
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Summary of consolidated financial information
The following summary consolidated statement
of operations data for the years ended December 31, 2016 and 2015, and the summary consolidated balance sheet data as of December
31, 2016 and 2015 have been derived from the Company's audited consolidated financial statements included elsewhere in this prospectus.
The following summary consolidated financial
statements of operations data for the three months ended March 31, 2017 and 2016 and the summary consolidated balance sheet data
as of March 31, 2017 are derived from the Company's unaudited interim consolidated financial statements included elsewhere in this
prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company audited
consolidated financial statements and include all normal recurring adjustments that the Company considers necessary for a fair
presentation of the Company's financial position and operating results for the periods presented.
The summary consolidated financial data
should be read in conjunction with the Company's consolidated financial statements and related notes and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The consolidated
financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S.
GAAP. The Company historical results are not necessarily indicative of the Company's results for any future periods.
SINORAMA CORPORATION
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
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March 31
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December 31,
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December 31,
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2017
(Unaudited)
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2016
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2015
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Total current assets
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$
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33,940,115
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$
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22,523,661
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$
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16,921,943
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Total assets
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36,276,467
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24,823,853
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19,151,544
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Total current liabilities
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41,274,963
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27,704,780
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21,475,495
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Total liabilities
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41,274,963
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27,704,780
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21,475,495
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Total shareholders’ deficit of the Company
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(1,279,317
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)
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135,060
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(963,983
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)
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Total shareholders’ deficit
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(4,998,496
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)
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(2,880,927
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)
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(2,323,951
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)
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Total liabilities and shareholders’ deficit
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$
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36,276,467
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$
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24,823,853
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$
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19,151,544
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SINORAMA CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(EXPRESSED IN US DOLLARS)
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Three Months Ended
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For the Year Ended
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March 31,
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December 31,
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2017
(Unaudited)
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2016
(Unaudited)
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2016
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2015
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Total revenue
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$
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13,076,604
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$
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9,812,428
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$
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77,656,047
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$
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41,056,927
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Cost of Sales
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11,849,922
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9,131,976
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70,864,211
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35,749,576
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Gross Profit
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1,226,682
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680,452
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6,791,836
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5,307,351
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Total operating expenses
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3,363,108
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2,388,163
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11,139,612
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5,709,070
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Losses from operations before other income and income taxes
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(2,136,426
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)
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(1,707,711
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)
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(4,347,776
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)
|
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(401,719
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)
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Other income
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(52,021
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)
|
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8,600
|
|
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(211,349
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)
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66,109
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Losses from operations before income taxes
|
|
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(2,188,447
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)
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(1,699,111
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)
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(4,559,125
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)
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(355,610
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)
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Income tax
|
|
|
-
|
|
|
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21,905
|
|
|
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(56,954
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)
|
|
|
36,625
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Net loss
|
|
|
(2,188,447
|
)
|
|
|
(1,721,016
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)
|
|
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(4,502,171
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)
|
|
|
(372,235
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)
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Net loss attributable to non-controlling interest
|
|
|
(738,394
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)
|
|
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(609,898
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)
|
|
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(1,767,506
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)
|
|
|
(406,138
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)
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Net income (loss) attributable to the Company
|
|
|
(1,450,053
|
)
|
|
|
(1,111,118
|
)
|
|
|
(2,734,665
|
)
|
|
|
33,903
|
|
RISK FACTORS
An investment in the Company common
stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus
before deciding to invest in the Company common stock. If any of the following risks actually occur, the Company business, financial
condition, results of operations and prospects for growth could be seriously harmed. As a result, the trading price of the Company
common stock could decline and you could lose all or part of your investment.
Risks
Related to Our Business
If
we do not continue to provide competitive travel products and services, we may not be able to attract new customers or to retain
existing customers, and our business, financial condition and results of operations could suffer.
Our success depends on our ability to attract
new customers or to retain existing customers, which in turn requires our continuous provision of a wide array of competitive travel
products and services. Participants in the travel industry are continuously developing new travel products and services. We strive
to stay abreast of emerging and rapidly changing customer preferences and be able to anticipate trends that will appeal to existing
and potential customers. We will also continue to invest in research and development in order to continuously improve the speed,
accuracy and comprehensiveness of our online platform and offline sales. If we fail to continuously improve our travel products
and services and platform at a competitive pace, we may lose customers to our competitors and may not attract new customers. In
addition to Asia tours, we provide other travel-related services, such as sales of tourist attraction tickets and visa processing
services. We intend to further broaden our product selection by extending our coverage of departing cities and travel destinations
as well as offering more departure time selections. If we fail to continue to design quality travel products and services tailored
to accommodate our customers’ changing needs and preferences, we may not be able to sell additional products and services
to our current customers, retain our current customers or attract new customers, and our business, financial condition and results
of operations will be materially and adversely affected.
We may not be able to compete against
companies with substantially greater resources.
The travel industry is intensely competitive
and we expect competition to intensify further in the future. Companies with greater resources may have advantages that make our
model weaker in comparison.
We have operated at a loss and we
may not be profitable in the near future.
We are a development stage company; we
have not achieved profitability. We may not be able to achieve profitability or avoid net losses in the future. Although our revenues
have grown significantly in recent periods, such growth rates may not be sustainable and may decrease in the future. In addition,
our ability to become profitable depends on various factors, including our ability to control our costs and expenses, which we
expect will increase as we expand our business and invest more in product developments and sales and marketing. If our revenues
fail to increase at the rate we anticipate, or if our costs and expenses increase at a more rapid rate than our revenues, we may
not be able to achieve profitability and may incur greater losses.
We cannot assure that we will earn
a profit or that our products will be accepted by consumers.
Our business is speculative and reliant
on acceptance of our brand name by local communities, travelers and advertisers. Our operating performance is also heavily dependent
on our ability to earn a profit from our services. We cannot assure as to whether we will be successful or earn any revenue or
profit, or that investors will not lose their entire investment.
We may incur cost overruns in the
distribution of our various services.
We may incur substantial cost overruns
in the distribution of our services. Unanticipated costs may force us to obtain additional capital or financing from other sources,
or may cause us to lose our entire investment if we are unable to obtain the additional funds necessary to implement our business
plan. We cannot assure that we will be able to obtain sufficient capital to successfully continue the implementation of our business
plan. If a greater investment in the business is required due to cost overruns, the probability of earning a profit or a return
of the shareholders’ investment in us diminishes.
If our estimates related to future
expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.
Our success is dependent in part upon the
accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those
we expect to incur as a publicly reporting company), for research and development, construction, marketing, and for administrative
expenses. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our
business plan, which could result in the failure of our business and the loss of your entire investment.
The loss of the services of any of
our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our
products and sales.
The development of our business will continue
to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued
services of our executive officers, QIAN Hong, our Chairman and Director, JING Wenjia, our Chief Executive Officer and Director,
ZHAO Hongxi, our Chief Financial Officer and Director. They are developing our business, and our ability to identify and retain
competent employees with the skills required to execute our business objectives. The loss of the services of any of our officers
or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our products and
sales, which could adversely affect our financial results and impair our growth.
Our Chief Executive Officer beneficially
owns and controls a substantial portion of our outstanding common stock, which may limit your ability and the ability of our other
stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.
Ms. JING Wenjia acts as our Chief Executive
Officer and Director, and through her control of approximately 56.12% of our outstanding common stock, controls the Company and
important matters relating to us. As a result of her positions and her control of our common stock, Ms. Wenjia controls the outcome
of all matters submitted to our shareholders for approval, including the election of our directors, our business strategy and our
day-to-day operations. In addition, Ms. Wenjia’s ownership of our common stock and control of the Company could discourage
the acquisition of our common stock by potential investors and could have an anti-takeover effect, preventing a change in control
of the Company and possibly depressing the trading price of our common stock. There can be no assurance that conflicts of interest
will not arise with respect to Ms. Wenjia’s ownership and control of the Company or that any conflicts will be resolved in
a manner favorable to the other shareholders of the Company.
Our internal controls over financial
reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness,
which could have a significant and adverse effect on our business and reputation.
As a newly public reporting company, we
will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our
management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial
reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Our independent registered public
accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section
404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to
report on our internal controls over financial reporting under Section 404. If we fail to achieve and maintain the adequacy of
our internal controls, we would not be able to conclude on an ongoing basis that we have effective internal controls over financial
reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that
is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Moreover,
our testing, or the subsequent testing by our independent registered public accounting firm, that must be performed may reveal
other material weaknesses or that the material weaknesses described above have not been fully remediated. If we do not remediate
the material weaknesses described above, or if other material weaknesses are identified or we are not able to comply with the requirements
of Section 404 in a timely manner, our reported financial results could be materially misstated or could subsequently require restatement,
we could receive an adverse opinion regarding our internal controls over financial reporting from our independent registered public
accounting firm and we could be subject to investigations or sanctions by regulatory authorities, which would require additional
financial and management resources, and the market price of our stock could decline.
If we are unable to hire, retain
or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.
Our performance will be largely dependent
on the talents and efforts of highly skilled individuals. Future success depends on our continuing ability to identify, hire, develop,
motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense.
If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively.
In addition, all future success depends largely on our ability to retain key consultants and advisors. We cannot assure that any
skilled individuals will agree to become an employee, consultant, or independent contractor of Sinorama. Our inability to retain
their services could negatively impact our business and our ability to execute our business strategy. From our past experiences,
we have never had difficulties hiring or retaining qualified personnel, independent contractors or advisors.
Our lack of an independent audit
committee and audit committee financial expert at this time may hinder our board of directors’ effectiveness in monitoring
the Company's compliance with its disclosure and accounting obligations. Until we establish such committee, we will be unable to
obtain a listing on a national securities exchange.
Although our common stock is not listed
on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently,
we have no independent audit committee. Our full board of director’s functions as our audit committee and is comprised of
three directors. An independent audit committee would play a crucial role in the corporate governance process, assessing our Company's
processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent
audit processes. The lack of an independent audit committee may prevent the board of directors from being independent from management
in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We
may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain
qualified, independent directors, the management of our business could be compromised. An independent audit committee is required
for listing on any national securities exchange. Therefore until such time as we meet the audit committee independence requirements
of a national securities exchange, we will be ineligible for listing on any national securities exchange.
Our board of directors acts as our
compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members
and other officers may not be commensurate with our financial performance.
A compensation committee consisting of
independent directors is a safeguard against self-dealing by company executives. Our board of directors acts as the compensation
committee and determines the compensation and benefits of our executive officers, administers our employee stock and benefit plans,
and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee
presents the risk that an executive officer on the board may have influence over his or her personal compensation, and benefits
levels that may not be commensurate with our financial performance.
Limitations on director and officer
liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing a lawsuit
against an officer or director.
Our Company’s certificate of incorporation
and bylaws provide, with certain exceptions as required by governing state law, that a director or officer shall not be personally
liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve
intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders
from bringing a lawsuit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative
litigation brought by stockholders on the Company's behalf against a director or officer.
We are responsible for the indemnification
of our officers and directors.
Should our officers and/or directors require
us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation
and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association
with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may
be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key
personnel, we may be unable to continue operating as a going concern.
Our management has limited experience
managing a public company.
At the present time, none of our management
has experience in managing a public company. This may hinder our ability to establish effective controls and systems and comply
with all applicable requirements attendant to being a public company. If compliance problems result, these problems could have
a material adverse effect on our business, financial condition or results of operations. As a public company, we will incur significant
legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or
Sarbanes-Oxley Act, and the Dodd-Frank Act of 2010, as well as rules subsequently implemented by the SEC, have imposed various
new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel
will need to devote a substantial amount of time to our new compliance requirements. Moreover, these requirements will increase
our legal, accounting and financial compliance costs and will make some activities more time-consuming and costly. For example,
we expect it will be difficult and more expensive for us to obtain director and officer liability insurance. These requirements
could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board
committees or as executive officers.
The new technologies of the internet
market make it much easier for individuals to plan the details of their own trips.
The new technologies of the Internet make
it much easier for affluent individuals and others to plan the details of their own trips, thereby eliminating the fees we hope
to collect. Such self-managed trips may have caused many travel operators to go out of business in recent years and may continue
to cause travel agencies to go out of business.
Uncertainty and adverse changes in
the general economic conditions of the markets in which we will participate may negatively affect our business.
Current and future conditions in the economy
have an inherent degree of uncertainty. It is even more difficult to estimate growth or contraction in various parts, sectors and
regions of the economy, including the markets in which we will participate. As a result, it is difficult to estimate the level
of growth or contraction for the economy as a whole. Adverse changes may occur as a result of soft global economic conditions,
rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, or
other factors affecting economic conditions in general. These changes may negatively affect our sales or increase our exposure
to losses. These possible changes may also affect the ability of a company like us to raise sufficient capital in the US equity
market in the future.
As a smaller travel company with
reporting obligations we may be at a competitive disadvantage to other travel companies. The travel industry has low barriers to
entry.
Because the travel market is competitive,
is driven in part by costs, and consists mostly of private companies that do not have public reporting obligations, our reporting
obligations may put us at a competitive disadvantage. The travel industry has low barriers to entry. In addition, we face additional
expenses that a private travel company does not have, such as PCAOB auditor fees, Edgar filing fees and legal fees related to our
SEC reporting obligations. Other non-public travel companies do not incur these costs. We are at a competitive disadvantage to
our competitors because of this.
Risks Related to Regulation
Litigation and regulatory investigations
may result in significant financial losses and harm to our reputation.
We face significant risk of litigation,
regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other
legal actions relating to unauthorized transactions, error transactions, breach of data privacy laws, breach of fiduciary or other
duties. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory or
criminal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, may remain
unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and
book and records examinations, from regulators and other authorities in the geographical markets in which we operate. A substantial
liability arising from a lawsuit judgment or a significant regulatory action against us or a disruption in our business arising
from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on
our business, financial condition and results or operations. Moreover, even if we ultimately prevail in the litigation, regulatory
action or investigation, we could suffer significant harm to our reputation, which could materially affect our prospects and future
growth, including our ability to attract new agents as customers, retain current agents and their customers, and recruit and retain
employees and agents.
As a result of our becoming a public
company, we will become subject to additional reporting and corporate governance requirements that will require additional management
time, resources and expense.
Since this offering was initiated, we have
become obligated to file with the U.S. Securities and Exchange Commission annual and quarterly information and other reports that
are specified in the U.S. Securities Exchange Act of 1934. We are also subject to other reporting and corporate governance requirements
under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, all of which will impose
significant compliance and reporting obligations upon us.
Our processing, storage, use and
disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements,
evolving security standards, differing views of personal privacy rights or security breaches.
In the processing of our travel transactions,
we receive and store a large volume of personally identifiable information. This information is increasingly subject to legislation
and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal
information. It is also subject to evolving security standards for credit card information that is collected, processed and transmitted.
We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing
jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. Travel businesses
have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information.
As privacy and data protection have become more sensitive and politicized issues, we may also become exposed to potential liabilities
in relation to our handling, use and disclosure of travel related data, as it pertains to individuals, as a result of differing
views on the privacy of such data. Our business could be affected by public concerns in some parts of the world. Other privacy
concerns, including security breaches, could adversely impact our business, financial condition and results of operations.
Our business is regulated, and any
failure to comply with such regulations or any changes in such regulations could adversely affect us.
We operate in a regulated industry. Our
business, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment
of new laws, rules and/or regulations applicable to us, which could decrease demand for products and services, increase costs or
subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke
licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend
us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then
current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure
to comply with any of these requirements or interpretations could have a material adverse effect on our operations.
From time to time, we may be involved
in legal proceedings and may experience unfavorable outcomes.
We are, and in the future may be, subject
to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes,
business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial
amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions
may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have
a material adverse effect on our business, financial position and results of operations.
A slowdown or other adverse developments
in the Canada and France economy may materially and adversely affect our customers, demand for our products and our business.
We are a holding company and of our operations
are entirely conducted in the Canada and France. In addition, all of our revenues are currently generated from sales in the Canada
and France. Although the Canada and France economy has grown at a remarkable pace in recent years, we cannot assure you that such
growth will continue. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments
in the Canada and France may materially reduce the demand for our products and have a materially adverse effect on.
Risks Relating to Our Common Stock
We are an emerging growth company
and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock
may be less attractive to investors.
We are an emerging growth company, as defined
in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to
other public companies, but not to emerging growth companies, including, but not limited to, a requirement to present only two
years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies,
and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. Some of these
exemptions are also available to us as a smaller reporting company (i.e. a company with less than $75 million of its voting equity
held by non-affiliates). We have elected to adopt these reduced disclosure requirements. We cannot predict
if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If
some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for
our common stock and our stock price may be more volatile.
Pursuant to Section 107(b) of the JOBS
Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(2) of The JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements
may not be comparable to companies that comply with public company effective dates. The decision to opt out is irrevocable.
Because the worldwide market value of our
common stock held by non-affiliates, or public float, was below $75 million on the last day of our second fiscal quarter, we are
also a “smaller reporting company” as defined under the Exchange Act. Some of the foregoing reduced disclosure and
other requirements are also available to us because we are a smaller reporting company and may continue to be available to us even
after we are no longer an emerging growth company under the JOBS Act but remain a smaller reporting company under the Exchange
Act. As a smaller reporting company we are not required to:
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have an auditor report on our internal control over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act;
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present more than two years of audited financial statements in our registration statements and
annual reports on Form 10-K; or
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present any selected financial data in such registration statements and annual reports filings
made by the Company.
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Because we are subject to “penny
stock” rules, the level of trading activity in our stock may be reduced.
Broker-dealer practices in connection with
transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national
securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is
the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market,
and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition,
broker-dealers who sell these securities to persons other than established customers and “accredited investors” must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity,
if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common
stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.
FINRA sales practice requirements
may limit a stockholder’s ability to buy and sell our stock.
FINRA has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives
and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in
our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s
ability to resell shares of our common stock.
State securities laws may limit secondary
trading, which may restrict the states in which you can sell the shares offered by this prospectus.
If you purchase shares of our common stock
sold pursuant to this Offering, you may not be able to resell the shares in a certain state unless and until the shares of our
common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that
an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There
can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying
an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain
or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could
not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to
permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market
price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell
shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or
all of his investment.
Shareholders do not have pre-emptive
rights, which will cause them to experience dilution if we issue additional securities.
At any time or times after this offering,
we may issue and sell additional shares of our authorized but previously unissued shares of common stock, preferred stock, or common
stock warrants on such terms and conditions as our Board of Directors, in its sole discretion, may determine without consent of
our shareholders. Our shareholders do not have pre-emptive rights to acquire additional shares should we in the future issue or
sell additional securities. Thus, we are not required to offer any existing shareholder the right to purchase his or her pro rata
portion of any future issuance of securities and, therefore, upon the issuance of any additional securities by us hereafter, our
shareholders will not be able to maintain their then existing pro rata ownership in our outstanding shares of common stock, preferred
stock, or common stock warrants without additional purchases of securities at the price then set internally by us.
Because we do not intend to pay any
dividends on our common stock, holders of our common stock must rely on stock appreciation for any return on their investment.
There are no restrictions in our Articles
of Incorporation or Bylaws that prevent us from declaring dividends. However, we do not anticipate paying any such dividends for
the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return
on their investment in our common stock.
We may not be able to attract the
attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock.
The trading market for our common stock
will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control
these analysts. However, security analysts of major brokerage firms may not provide coverage of our common stock since there is
no incentive to brokerage firms to recommend the purchase of our common stock, which may adversely affect the market price of our
common stock. If equity research analysts do provide research coverage of our common stock, the price of our common stock could
decline if one or more of these analysts downgrade our common stock or if they issue other unfavorable commentary about us or our
business. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn
could cause our stock price to decline.
Our insiders beneficially own a significant
portion of our stock, and accordingly, may have control over stockholder matters, the Company’s business and management.
The percentage ownership information shown
in the table below is calculated based on 14,700,000 shares of our common stock issued and outstanding. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares of our common stock.
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Amount and
Nature
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Title of
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of Beneficial
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Class
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Name of Beneficial Owner
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Ownership
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Percentage
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Common Stock
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JING Wenjia
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8,250,000
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56.12
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%
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Chief Executive Officer and Director.
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Direct
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Common Stock
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ZHAO Hongxi
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550,000
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3.74
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%
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Chief Financial Officer and Director
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Direct
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All Officers and Directors as a Group
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8,800,000
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59.86
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%
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As a result, our executive officers, directors
and affiliated persons will have significant influence to:
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Elect or defeat the election of our directors;
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Amend or prevent amendment of our articles of incorporation or bylaws;
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Effect or prevent a merger, sale of assets or other corporate transaction; and
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Affect the outcome of any other matter submitted to the stockholders for vote.
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Moreover, because of the significant ownership
position held by our insiders, new investors will not be able to affect a change in the Company’s business or management,
and therefore, shareholders would be subject to decisions made by management and the majority shareholders.
In addition, sales of significant amounts
of shares held by our directors and executive officers, or the prospect of these sales, could adversely affect the market price
of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium
over our stock price.
The sale of securities by us in any
equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.
We are authorized to issue up to 100,000,000
shares of common stock, of which 14,700,000 shares are issued and outstanding. Our Board of Directors has the authority to cause
us to issue additional shares of common stock, without consent of any of our stockholders. Any sale of common stock by us in a
future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional
shares of our capital stock. In addition, our business strategy may include expansion by acquiring complementary businesses, acquiring
or licensing additional brands, or establishing strategic relationships with targeted customers and suppliers. In order to do so,
or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’
stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets,
and this could negatively impact our earnings and results of operations.
The requirements of being a public
company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified members
for our Board of Directors.
As a public company, we will be subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley
Act. The requirements of these rules and regulations increase our legal, accounting and financial compliance costs, may make some
activities more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. In
order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting,
we will need to expend significant resources and provide significant management oversight. We have a substantial effort ahead of
us to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate
any deficiencies identified and test their operation. As a result, management’s attention may be diverted from other business
concerns, which could harm our business, operating results and financial condition. These efforts will also involve substantial
accounting-related costs.
As a result of these and other factors,
our operating results may not meet the expectations of investors or public market analysts who choose to follow our Company. Our
failure to meet market expectations would likely result in decreases in the trading price of our common stock.
Because our officers and directors
live outside of the United States, you may have no effective recourse against them for misconduct and may not be able to receive
compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.
Our officers and directors live outside
the U.S. As a result, it may be difficult for investors to enforce within the U.S. any judgments obtained against those officers
and directors, or obtain judgments against them outside of the U.S. that are predicated upon the civil liability provisions of
the securities laws of the U.S. or any state thereof. Investors may not be able to receive compensation for damages to the value
of their investment caused by wrongful actions by our directors and officers.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking
statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon
information currently available to us. These statements reflect our current views and assumptions with respect to future events
and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,”
“expect,” “estimate,” “anticipate,” “intend,” “project” and similar
expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements
by terminology such as “may,” “will,” “should,” “plans,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled
Risk Factors beginning on page 6, that may cause our or our industry’s actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and
Analysis of Financial Condition and Results of Operation section beginning on page 17, and the section entitled “Business
Description” beginning on page 17, and as well as those discussed elsewhere in this prospectus. Other factors include, among
others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy
or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.
These forward-looking statements speak
only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including
the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions
of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements
to actual results.
TAX CONSIDERATIONS
We are not providing any tax advice as
to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly
encouraged to consult their own tax advisor to determine the U.S. federal, state and any applicable foreign tax consequences relating
to their investment in our securities.
USE OF PROCEEDS
We will not receive any proceeds from the
sales of our common stock by the selling stockholders. All of the net proceeds from the sale of the common stock will go to the
selling stockholders as described below in the sections entitled “Selling Stockholder” and “Plan of Distribution.”
We have agreed to bear the expenses relating to the registration of our common stock for the selling stockholders.
DETERMINATION OF THE OFFERING PRICE
Our shares of common stock are currently
listed for trading on the OTC Pink Market. On February 21, 2017, FINRA cleared the shares of Sinorama Corporation’s common
stock to commence trading on the OTC Pink Market under the symbol “SNNN,” and our shares were approved for DTC Eligibility
on April 24, 2017. Because the SEC does not consider the OTC Pink Market to be an active public marketplace, the selling shareholders
cannot offer the shares covered by this prospectus for at-the-market sales. The selling security holders will offer and sell our
common stock at a fixed price of $1.00 per share, until a public market emerges for our common stock and, thereafter, at prevailing
market prices.
EXCHANGE RATE INFORMATION
An entity’s functional currency is
the currency of the primary economic environment in which it operates. Normally that is the currency of the environment in which
the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency
by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions
and arrangements. The functional currency of the Company is the Canadian dollar (“CAD”), except Sinorama Voyages bookkeeping
transactions are the European Dollar (“EUR"). The reporting currency of these consolidated financial statements is the
United States dollar (“US Dollars” or “$”).
The Company’s reporting currency
is U.S. dollars. Assets and liabilities of Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are translated into U.S.
dollars at the exchange rates set forth in the Bank of Canada at the balance sheet dates, revenues and expenses are translated
into U.S. dollars at average exchange rates set forth in the Bank of Canada for the reporting periods. Gains and losses resulting
from translation are recorded as a component of accumulated other comprehensive income (loss).
Realized gains and losses from foreign
currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations.
The exchange rates used for foreign currency
translation are as follows:
|
|
|
|
March 31, 2017
|
|
March 31, 2016
|
|
|
|
|
(CAD to USD/EUR to USD)
|
|
(CAD to USD/EUR to USD)
|
Assets and liabilities
|
|
period end exchange rate
|
|
0.7519/1.0715
|
|
0.7710/1.1392
|
Revenue and expenses
|
|
period weighted average
|
|
0.7554/1.0660
|
|
0.7282/1.1026
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
|
|
(CAD to USD/EUR to USD)
|
|
(CAD to USD/EUR to USD)
|
Assets and liabilities
|
|
period end exchange rate
|
|
0.7448/1.0553
|
|
0.7225/1.0858
|
Revenue and expenses
|
|
period weighted average
|
|
0.7550/1.1068
|
|
0.7821/1.1092
|
MARKET FOR OUR COMMON STOCK
Market Information
We have issued 14,700,000 shares of our
common stock since our inception on June 30, 2016. There are no outstanding options, warrants, or other securities that are convertible
into shares of common stock.
Our common stock was first quoted on the
OTC Pink Market on April 12, 2017. It is currently listed under the symbol “SNNN.” The following table sets forth for
the respective periods indicated the prices of the common stock, as reported by the OTC Pink Market. Such prices are based on inter-dealer
bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.
|
|
Bid
|
|
Quarter Ending
|
|
High
|
|
|
Low
|
|
June 30, 2017
|
|
$
|
100.00
|
|
|
$
|
1.50
|
|
Our shareholders list
contains the names of 116 registered stockholders of record of the Company’s Common Stock.
Our stock transfer agent is Island Stock
Transfer: 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760; (727) 289-0010.
LEGAL MATTERS AND REGULATION
Legal Proceedings
From time to time, we may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
Regulations
Our primary operating subsidiaries are
located in Canada and France, and are regulated by Canadian and French laws. We are required to comply with all registrations and
requirements for the issuance and maintenance of licenses required by the governing bodies, and to maintain all license fees and
filings current.
In
Canada,
a travel operator company must follow the Consumer Protection Act and the Travel Agents Act. The Consumer Protection Act is intended
to protect Quebecers in numerous areas where they function as consumers.
The Travel Agents Act is intended first
to ensure that those who work in this industry respect the rules and second to protect consumers when a supplier defaults. Travel
agents must be licensed and customers’ funds must be deposited in a trust account until suppliers are paid for services.
Travel agents are also obliged to provide an individual security bond proportional to their turnover. Customers of Quebec travel
agents are required to contribute to the Compensation Fund for Customers of Travel Agents, which is under the jurisdiction of the
Office de la Protection du Consommateur
.
(
According to the Laws and Regulations Applicable to the Travel Industry
).
According to the above regulations, Vacances
Sinorama Inc. must be licensed and customers’ funds must be deposited in a trust account until suppliers are paid for services.
If the Canadian government finds that operating the business in Canada does not comply with its regulations, or if these regulations
or the interpretation of existing regulations change in the future, we could be subject to severe penalties.
Sinorama Voyages is located in France,
and we are regulated by French laws. We are required to comply with all registrations and requirements for the issuance and maintenance
of all licenses required by the governing bodies, and to maintain all license fee and filings current. If the French government
finds that operating the business in France does not comply with its regulations, we could be subject to severe penalties.
Our Asian Tours cater to foreign travelers
visiting China and other Asian countries. Once visitors arrive in China and other Asian countries, local suppliers will provide
services for the customers. For Chinese travelers visiting Canada or France, we only provide local bus tour services. Therefore,
we are not subject to People’s Republic of China (PRC) and other Asian countries law and regulations, but local suppliers
are subject to PRC and other Asian countries law and regulations.
DIVIDEND POLICY
We have not declared or paid any cash dividends
on our common stock since our inception, and our board of directors currently intends to retain all earnings for use in the business
for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash
requirements and other factors deemed relevant by our board of directors. There are currently no restrictions that limit our ability
to declare cash dividends on its common stock and we do not believe that there are any that are likely to do so in the future.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion of our financial
condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere
in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our
current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in
the section entitled Risk Factors beginning on page 6, that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements.
These forward-looking statements speak
only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including
the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions
of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements
to actual results.
Our financial statements are stated
in United States Dollars and are prepared in accordance with accounting principles generally accepted in the United States.
Business Description
SINORAMA CORPORATION (“Sinorama”,
the “Company” “we” or “us”) was incorporated in the State of Florida on June 30, 2016. The
Company principal corporate address is La Plaza Swatow, Office 518, P.O.Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9.
Our telephone number is
514-866-6888
. Our website address is
www.sinoramacorporation.com
.
Sinorama Corporation is an integrated travel
producer and seller which enjoys a good reputation within the tourism industry, with a team of 160 full time professionals and
experienced employees. The Company provides Bus Tours, Asian Tours, as well as sales of third-party products such as air tickets,
hotels and other travel products. Sinorama Corporation has achieved a combination of traditional tourism industry and E-commerce,
while covering a wide range of business. We offer travel products and services primarily through the following distribution methods:
the agency methods, online retail methods and offline store sales methods.
Under the agency methods, another travel
agency acts as the agent in the transaction. It provides real-time search, pricing, booking, change and payment for travelers,
Sinorama provides integrated itinerary creation for travelers, who use the services of agency methods for both leisure and business
travel.
Under the online and offline sales methods,
we provide real-time search, pricing, booking, change, payment and integrated itinerary creation for travelers, who use the services
of online and offline travel methods for both leisure and business travel.
Bus Tour Services
Bus Tour Services are provided mostly by
local tour operators. Sinorama conducts a rigorous process in designing travel products and services before selling these products
to our customers, and we participate in the design of bus tours. We independently determine the prices charged to customers for
bus tours, as well as the prices paid to suppliers and subcontractors, because we are the primary obligor in the arrangement as
we are responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in
the contracts we enter into with our customers. We are the party retained by and paid by our customers. In situations of customer
disputes, where the customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of bus
tours and we are responsible for refunding the customers their payments. Bus Tour revenues are recognized when customers depart
from the trips. Revenues from bus tour services are recognized on gross basis, which represent amounts charged to and received
from customers, as we are the primary obligor in the arrangement and bear the risks and rewards, including the customers’
acceptance of products and services delivered.
Asian Tour Services
Asian Tour Services are provided mostly
by cross-border travel operators. Sinorama conducts a rigorous process in designing travel products and services before selling
these products to our customers, and participates in the design of Asian tours. We independently determine the prices charged to
customers for Asian tours, as well as the prices paid to suppliers and subcontractors, because we are primary obligor in the arrangement
as we are responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made
in the contracts we enter into with our customers. We are the party retained by and paid by our customers. In situations of customer
disputes, where the customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of Asian
tours and we are responsible for refunding the customers their payments. The Company recognizes Asian tour services revenues and
other travel-related services such as visa processing services on the date that tours or the flights departure, provided that evidence
of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the period, and
collection of the resulting receivable is deemed probable. Customers are required to pay in full before flights departure.
Third Party Products Sales
The Company conducts a rigorous review
in selecting travel products and services before selling these products to our customers. We independently determine the prices
charged to customers for Third Party Products Sales, because we are the primary obligor in the arrangement as we are responsible
for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts we enter
into with our customers. We are the party retained by and paid by our customers. In situations of customer disputes, where the
customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of products and we are responsible
for refunding the customers their payments. Revenue for third party products reservations is recognized at the time of the booking
of the reservation. The third-party products are normally derived from air ticket, hotel reservation, cruise, and insurance.
Revenues have grown rapidly since 2013,
primarily driven by sale of our self-developed Asian Tours products. Every year, over 10,000 tourists from North America, Europe,
Australia and New Zealand traveled to Asia with Sinorama, while tens of thousands of tourists from China and around the world traveled
with Sinorama in Canada, the United States and Europe. Sinorama is currently engaged in all facets of E-commerce development in
the field of tourism, and has now established a strategic position for North American-European-Asian.
Our operating subsidiaries are Vacances
Sinorama Inc. and Sinorama Voyages:
|
·
|
Vacances Sinorama Inc. (“Vacances Sinorama”), is a privately held, for-profit travel
producer and seller, incorporated in Quebec, Canada in December 2004. Vacances Sinorama is a large integrated tour company providing
Bus Tours, Asian Tours, air tickets, hotel reservations, cruises and other travel services to its customers worldwide. Vacances
Sinorama facilitates travel commerce with online and offline travel businesses, targeting both the business to customer (“B2C”)
and the business to business (“B2B”) travel marketplace. The office address is La Plaza Swatow, Office 518, P.O. Box
008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. We have 145 full time professional and experienced employees.
|
|
·
|
Sinorama Voyages (“Sinorama Voyages”) is a privately held, for-profit travel producer
and seller, incorporated in France in February 2012, Sinorama Voyages is an integrated travel company providing Bus Tours, Asian
Tours, air tickets and other services to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and
offline travel businesses. Sinorama Voyages is providing both the B2C and B2B travel marketplace. The office address is 23-25 Road
Berri, 75008 Paris. We have 15 full time professional and experienced employees
.
|
Sourcing Product
We aggregate our tours from a wide variety
of sources. Our principal Asian Tours, however, which accounted for 78% of our revenue in 2016, are primarily aggregated from a
number of significant vendors. During 2016, our payments to each of the following vendors represented 5% or more of our cost of
goods sold for the year: Flash Travel, Sinorama International Travel, Hubei Sinorama, Chongqing Yangtze Gold Cruise Co., Ltd. and
Chongqing New Century. Each of those vendors is located in either the PRC or Hong Kong. None of those vendors is a related party
to the Company.
Seasonality
Our quarterly results are likely to fluctuate
because of seasonality in the leisure travel industry all over the world. Our business experiences fluctuations, reflecting seasonal
variations in demand for leisure travel services. Sales of leisure travel products and services will increase in respect of holiday
periods and decrease in respect of off-peak times and prices of leisure travel products and services are subject to fluctuation
between peak seasons and low seasons. For example, we have historically experienced higher revenue from Bus Tours between May to
October of the year, and lower revenue between November to April of the following year. We also have historically experienced higher
revenue from Asian Tours between April to June and between September to November of the year, and lower revenue for the rest of
the year, because many of our customers tend to travel during summer holidays. Consequently, our results of operations may fluctuate
from quarter to quarter. Our rapid growth has tended to mask the seasonality of our business.
Marketing
We advertise our services through a multi-channel
marketing program, which includes newspaper advertisements, email and online marketing, promotional shows on cable travel networks,
and inclusion in travel-oriented websites. We frequently utilize large-size pop-up LED advertisements (e.g. on the facade of the
NASDAQ building in Manhattan) to associate our brand with the aesthetic intrigue of Asian travel.)
In addition to our efforts in Canada and
France, we are currently focused on expanding our customer base in the United States. Marketing in the U.S. is primarily carried
out on our behalf by TravelZoo, Inc., a New York-based advertising company. During 2016 we had approximately 9,000 customers in
the U.S.
Wholesale Distribution
Most of our marketing is direct to travelers.
However, we also market to other travel agencies and aggregators. Several of these are related parties. See: "Related Transactions"
later in this prospectus. Our sales to related parties are made on the same terms as we offer to unrelated third parties.
Reorganization
On June 30, 2016, Sinorama Corporation
acquired all of the outstanding shares of Sinorama Tours by issuing 11,000,000 shares of the Company's common stock. Sinorama Tours
owns the controlling interest in Vacances Sinorama and Sinorama Voyages. Both Sinorama Corporation and Sinorama Tours were under
the control of Mr. Qian Hong and his wife, Ms. Jing Wenjia. Accordingly, we have treated the combination as a corporate restructuring
(reorganization) of entities under common control. Thus the current capital structure has been retroactively presented in prior
periods as if such structure existed at that time and, in accordance with ASC 805-50-45-5, the entities under common control are
presented on a combined basis for all periods to which such entities were under common control. Since all of the subsidiaries were
under common control for the entirety of the years ended December 31, 2016 and 2015, the results of these subsidiaries are included
in the financial statements for both periods. Non-controlling interests in the subsidiaries are related parties and thus were not
adjusted to fair value as a result of the reorganization.
Plan of Operations
Our operating subsidiaries were, at times,
modestly profitable prior to 2016. For example, on a retroactive consolidated basis, we recorded $33,903 net income attributable
to the Company for 2015. To expand the profit, however, we have to expand the operations - and that entails a period of inefficiency.
In 2016, therefore, we raised $3.7 million of equity capital and began to expand our business through advertising and increased
personnel. The 229% increase in advertising expenses in 2016, combined with a 42% increase in labor costs were the primary reasons
that we recorded a net loss attributable to the Company of $2,734,665 in 2016.
We plan to continue to expand our operations,
until we achieve the critical mass necessary for profitable operations. Over the next twelve months, we will concentrate on the
following four areas to grow our operations:
|
●
|
Design new products
– Seek to design some more
new tour products to compete with competitors.
|
|
●
|
Advertising and Marketing
– Work with several
marketing companies to develop brand identity, marketing materials, and update our web site. Utilize all available marketing venues
and public relations opportunities to promote the Company and its tour services.
|
|
●
|
Offer tours all over the world
– We are committed
to becoming the best Chinese tourism brand across the world. In the next year we plan to: (1) serve 35,000 customers worldwide
with our Asia tours; (2) organize 10,000 Americans to visit China; (3) launch our Chinese outbound tourism business in North America
and Europe.
|
|
●
|
Language skills training
-The Company plans to engage
and train over 200 tour leaders in the European, American and Chinese markets, covering such languages as English, French, German,
Spanish, Japanese and Korean.
|
Operating Results
Results of Operations for the Years Ended December 31,
2016 and 2015
The following table shows key components of the results of operations
during the year ended December 31, 2016 and 2015:
|
|
For the Year Ended
|
|
|
|
|
|
|
December 31,
|
|
|
Change
|
|
|
|
2016
|
|
|
2015
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asian Tours
|
|
$
|
60,562,585
|
|
|
$
|
25,965,460
|
|
|
$
|
34,597,125
|
|
|
|
133
|
%
|
Bus Tours
|
|
|
9,611,893
|
|
|
|
8,065,250
|
|
|
|
1,546,643
|
|
|
|
19
|
%
|
Third party product sales
|
|
|
7,481,569
|
|
|
|
7,026,217
|
|
|
|
455,352
|
|
|
|
6
|
%
|
Total revenue
|
|
|
77,656,047
|
|
|
|
41,056,927
|
|
|
|
36,599,120
|
|
|
|
89
|
%
|
Cost of Sales
|
|
|
70,864,211
|
|
|
|
35,749,576
|
|
|
|
35,114,635
|
|
|
|
98
|
%
|
Gross Profit
|
|
|
6,791,836
|
|
|
|
5,307,351
|
|
|
|
1,484,485
|
|
|
|
28
|
%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
3,638,470
|
|
|
|
2,559,362
|
|
|
|
1,079,108
|
|
|
|
42
|
%
|
Advertising and promotion
|
|
|
4,767,320
|
|
|
|
1,449,214
|
|
|
|
3,318,106
|
|
|
|
229
|
%
|
Rent and occupancy charges
|
|
|
291,409
|
|
|
|
236,848
|
|
|
|
54,561
|
|
|
|
23
|
%
|
Office and general
|
|
|
496,179
|
|
|
|
210,058
|
|
|
|
286,121
|
|
|
|
136
|
%
|
Bank charge and interest
|
|
|
1,406,860
|
|
|
|
990,026
|
|
|
|
416,834
|
|
|
|
42
|
%
|
Business taxes and licenses
|
|
|
27,210
|
|
|
|
42,974
|
|
|
|
(15,764
|
)
|
|
|
(37
|
)%
|
Professional fees
|
|
|
435,927
|
|
|
|
169,533
|
|
|
|
266,394
|
|
|
|
157
|
%
|
Depreciation of property and equipment
|
|
|
37,820
|
|
|
|
37,171
|
|
|
|
649
|
|
|
|
2
|
%
|
Insurance
|
|
|
32,920
|
|
|
|
7,221
|
|
|
|
25,699
|
|
|
|
356
|
%
|
Other expense
|
|
|
5,497
|
|
|
|
6,663
|
|
|
|
(1,166
|
)
|
|
|
(17
|
)%
|
Total operating costs and expenses
|
|
|
11,139,612
|
|
|
|
5,709,070
|
|
|
|
5,430,542
|
|
|
|
95
|
%
|
Losses from operations before other income and income taxes
|
|
|
(4,347,776
|
)
|
|
|
(401,719
|
)
|
|
|
(3,946,057
|
)
|
|
|
982
|
%
|
Other income
|
|
|
(211,349
|
)
|
|
|
66,109
|
|
|
|
(277,458
|
)
|
|
|
(420
|
)%
|
Losses from operations before income taxes
|
|
|
(4,559,125
|
)
|
|
|
(335,610
|
)
|
|
|
(4,223,515
|
)
|
|
|
1,258
|
%
|
Income tax
|
|
|
(56,954
|
)
|
|
|
36,625
|
|
|
|
(93,579
|
)
|
|
|
(256
|
)%
|
Net loss
|
|
|
(4,502,171
|
)
|
|
|
(372,235
|
)
|
|
|
(4,129,936
|
)
|
|
|
1,109
|
%
|
Comprehensive loss
|
|
$
|
(4,256,976
|
)
|
|
$
|
(267,803
|
)
|
|
$
|
(3,989,173
|
)
|
|
|
1,490
|
%
|
Our revenue increased by 89% in 2016, compared
to 2015, primarily due to a 133% increase in sales of Asian Tours, the largest component of our business - Asian Tours accounted
for 78% of our sales during 2016. During 2016 28,270 customers purchased an Asian Tour, an increase of 16,290 customers, or 136%,
from the number of customers for our Asian Tours in 2015. The 1.1% reduction in revenue-per-customer reported for Asian Tours in
2016 reflected our efforts to expand volume by offering very competitive sales prices.
Revenue from Bus Tours increased by 19%
from 2015 to 2016, and revenue from Third Party Product sales increased by only 6%. The much higher growth rate for Asian Tours
compared with Bus Tours and Third-Party Products reflects our decision to focus capital resources on our Asian Tours products and
Canadian operations. As a result, the revenue of Vacances Sinorama grew 114% from 2015 to 2016, while the revenue of Sinorama Voyages
grew only 33%.
Despite the 89% increase in revenue from
2015 to 2016, our gross profit increased only 28%, as gross margin fell from 12.9% in 2015 to 8.7% in 2016. This reduction was
the result of a calculated decision to promote the Sinorama brand as a location for better service and lower prices than that offered
by competitive travel agencies. We plan to continue to price our products aggressively until we reach a level of market share at
which we can operate profitably even with a small gross margin but can also reduce the pressure on our prices without losing our
competitive advantage.
Our operating expenses increased by 95%
from 2015 to 2016, due to our decision to devote capital resources to the expansion of our operations. We added 28 employees, which
caused salaries and employee benefits to increase by $1,079,108, or 42%. That increase in employee head-count, however, allowed
us to promote the benefits of our customer service, particularly our expansive ability to provide customer service in multiple
languages, which we look to as the foundation for our acquisition of market share.
The most significant increase in operating
expenses, however, was the 229% increase in advertising and promotion expense from 2015 to 2016. While the 89% increase in our
revenue from 2015 to 2016 can be, in large part, attributed to the increase in marketing efforts, we expect to see benefits from
2016 advertising expenses accruing in coming years, as we are aggressively planting an awareness of our brand in the public consciousness.
Since travel is more often a planned expenditure than an impetuous one, much of the goal of our advertising expenditures has been
to cause potential customers to remember us when the time comes for their travel decision. This process requires, therefore, that
we make investments today in brand promotion that will only fully flower in future years.
Among the other significant additions to
our operating costs and expenses in 2016 were:
|
·
|
a 42% increase in bank charge and interest, to $1,406,860, most of which is attributable to credit
card fees, which increased as our sales increased;
|
|
·
|
a 136% increase in office and general expense, to $496,179, attributable to the increase in our
personnel and overall expansion of our operations; and
|
|
·
|
a 157% increase in professional fees to $435,927, primarily attributable to the fees incurred in
connection with our corporate reorganization completed in June 2016 and fees incurred in connection with the filing of the registration
statement of which this prospectus is a part.
|
After deducting our total operating expenses
($11,139,612 in 2016 and $5,709,070 in 2015), adjusting for a relatively minor amount of other income (expense), and taking into
account a small amount of income tax expense/benefit, we recorded a net loss of $4,502,171 in 2016 and a net loss of $372,235 in
2015. However, Sinorama Corporation owns, indirectly, only 66.7% of Vacances Sinorama and only 51% of Sinorama Voyages. As a result,
the share of the losses incurred by those subsidiaries that is allocable to the minority interest is deducted from our loss as
a net loss attributable to non-controlling interest. The remainder, the net gain (loss) attributable to the Company, was a net
loss of $2,734,665 for 2016 and a net gain of $33,903 for 2015. If and when our operating subsidiaries again become profitable,
we will deduct from those profits on our Statements of Operations the portion of the profits attributable to the minority interests.
Our
reporting currency is the U.S. dollar. The local currencies of our operating subsidiaries, the Canadian dollar and the Euro, are
our functional currencies. Results of operations and cash flow are translated at average exchange rates during the period being
reported upon, and assets and liabilities are translated at the unified exchange rate quoted by the Bank of Canada on the balance
sheet date. Translation adjustments resulting from this process are included in other comprehensive income. For 2016 and 2015,
foreign currency translation adjustments of $(133,708) and $(62,537), respectively, have been reported as other comprehensive loss
attributable to the Company in the consolidated statement of operations and comprehensive loss.
Results of Operations for the Three Months Ended March
31, 2017 and 2016
The following table shows key components of the results of operations
during three months ended March 31, 2017 and 2016:
|
|
Three Months Ended
|
|
|
|
|
|
|
March 31,
|
|
|
Change
|
|
|
|
2017
(Unaudited)
|
|
|
2016
(Unaudited)
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asian Tours
|
|
$
|
10,167,468
|
|
|
$
|
7,552,503
|
|
|
$
|
2,614,965
|
|
|
|
35
|
%
|
Bus Tours
|
|
|
701,851
|
|
|
|
486,762
|
|
|
|
215,089
|
|
|
|
44
|
%
|
Third party product sales
|
|
|
2,207,285
|
|
|
|
1,773,163
|
|
|
|
434,122
|
|
|
|
24
|
%
|
Total revenue
|
|
|
13,076,604
|
|
|
|
9,812,428
|
|
|
|
3,264,176
|
|
|
|
33
|
%
|
Cost of Sales
|
|
|
11,849,922
|
|
|
|
9,131,976
|
|
|
|
2,717,946
|
|
|
|
30
|
%
|
Gross Profit
|
|
|
1,226,682
|
|
|
|
680,452
|
|
|
|
546,230
|
|
|
|
80
|
%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
1,087,412
|
|
|
|
853,068
|
|
|
|
234,344
|
|
|
|
27
|
%
|
Advertising and promotion
|
|
|
1,557,308
|
|
|
|
1,103,557
|
|
|
|
453,751
|
|
|
|
41
|
%
|
Rent and occupancy charges
|
|
|
39,207
|
|
|
|
71,544
|
|
|
|
(32,337
|
)
|
|
|
(45
|
)%
|
Office and general
|
|
|
111,966
|
|
|
|
72,820
|
|
|
|
39,146
|
|
|
|
54
|
%
|
Bank charge and interest
|
|
|
499,158
|
|
|
|
249,473
|
|
|
|
249,685
|
|
|
|
100
|
%
|
Professional fees
|
|
|
43,030
|
|
|
|
32,235
|
|
|
|
10,795
|
|
|
|
33
|
%
|
Depreciation of property and equipment
|
|
|
13,558
|
|
|
|
-
|
|
|
|
13,558
|
|
|
|
N/A
|
%
|
Insurance
|
|
|
8,445
|
|
|
|
2,260
|
|
|
|
6,185
|
|
|
|
274
|
%
|
Other expense
|
|
|
3,024
|
|
|
|
3,206
|
|
|
|
(182
|
)
|
|
|
(6
|
)%
|
Total operating costs and expenses
|
|
|
3,363,108
|
|
|
|
2,388,163
|
|
|
|
974,945
|
|
|
|
41
|
%
|
Losses from operations before other income and income taxes
|
|
|
(2,136,426
|
)
|
|
|
(1,707,711
|
)
|
|
|
(428,715
|
)
|
|
|
25
|
%
|
Other income(expense)
|
|
|
(52,021
|
)
|
|
|
8,600
|
|
|
|
(60,621
|
)
|
|
|
(705
|
)%
|
Losses from operations before income taxes
|
|
|
(2,188,447
|
)
|
|
|
(1,699,111
|
)
|
|
|
(489,336
|
)
|
|
|
29
|
%
|
Income tax
|
|
|
-
|
|
|
|
21,905
|
|
|
|
(21,905
|
)
|
|
|
(100
|
)%
|
Net loss
|
|
|
(2,188,447
|
)
|
|
|
(1,721,016
|
)
|
|
|
(467,431
|
)
|
|
|
27
|
%
|
Comprehensive loss
|
|
$
|
(2,117,569
|
)
|
|
$
|
(1,876,922
|
)
|
|
$
|
(240,647
|
)
|
|
|
13
|
%
|
Our overall revenue increased by 33% from
the first quarter of 2016 to the first quarter of 2017. Asian Tours remained the largest portion of our business, increasing by
35% from quarter to quarter and contributing 78% of revenue in the first quarter of 2017. Both revenue from Asian Tours and overall
revenue increased at a much slower rate in the first quarter of 2017 than in the 3rd and 4th quarters of 2016. The slacking of
our growth in the first quarter of 2017 was attributable to the seasonality that is characteristic of the travel business world-wide.
Traditionally and today the peak sales of our Asian Tours occur between April and June and between September and November, as customers
travel when the weather in Asia is milder. Peak sales of bus tours occur between May and October, as customers choose bus tours
for their summer vacation. As a result, revenue for the period from January through March is usually low.
Although revenue increased only 33% from
quarter to quarter, gross profit for the first quarter of 2017 was 80% greater than gross profit during the first quarter of 2016.
The improvement primarily reflected an aberration in costs of sales during the first quarter of 2016, when our gross margin was
only 6.9%. Gross margin for the first quarter of 2017 was 9.3%, representing a modest improvement over the gross margin of 8.7%
that we achieved for the entirety of 2016. Because of seasonality, the profitability of first quarter sales is not particularly
predictive of full-year profitability.
The significant components of operating expenses were the same,
for the most part, as during 2016:
|
·
|
Advertising and promotion expense increased 41% to $1,557,308, as we continued to promote our brand.
|
|
·
|
Salaries and employee expenses increased by 27% to $1,087,412, reflecting the increased in personnel that we implemented during
2016.
|
|
·
|
Bank charge and interest increased by 100% to $499,158, reflecting the increased credit card fees
that accompany growth in our sales.
|
Unlike fiscal year 2016, however, professional
fees were an insignificant component of our overall expenses during the first quarter of 2017, as the reorganization and "going
public" projects that produced large professional fees in 2016 were essentially complete by the end of that year.
After deducting our total operating expenses
($3,363,108 in the first quarter of 2017 and $2,388,163 in the first quarter of 2016), adjusting for a relatively minor amount
of other income (expense), and taking into account a small amount of income tax benefit in the earlier quarter, we recorded a net
loss of $2,188,447 in the first quarter of 2017 and a net loss of $1,721,016 in the first quarter of 2016. However, Sinorama Corporation
owns, indirectly, only 66.7% of Vacances Sinorama and only 51% of Sinorama Voyages. As a result, the share of the losses incurred
by those subsidiaries that is allocable to the minority interest is deducted from our loss as a net loss attributable to non-controlling
interest. The remainder, the net loss attributable to the Company, was $1,450,053 for the first quarter of 2017 and $1,111,118
for the first quarter of 2016, each representing a per share loss of $0.10.
Liquidity and Capital Resources
As of March 31, 2017, the Company
had $7,899,700 in cash and cash equivalents (include $1,739,682 in cash restricted by Canadian laws that require travel agents
to maintain certain deposits relative to their unfulfilled sales). At the same time, we had a working capital deficit of $7,334,848,
which had increased by $2,153,729 during the first quarter of 2017. The primary factors determining our working capital deficit
at March 31, 2017 were customer deposits of $36,021,494 representing prepayment by customers of tours they have booked, partially
offset by our prepayment and deferred expense asset totaling $21,367,297, most of which represents our prepayment to vendors for
those tours. Customer deposits exceed our prepayments because we generally require customers to deposit the full cost of a trip
some time in advance of departure, but our vendors do not require us to pay in full until the customer disembarks from the tour.
The difference of $14,654,197 between customer deposits and Company prepayments will have to be funded by cash flow from future
operations, at least to the extent of the $6,754,497 by which it exceeds our March 31, 2017 cash resources.
Our operations used $1,575,811 in cash
during 2016 and $895,782 in cash during the first quarter of 2017. In both cases, the use of cash reflects our strategic decision
to utilize our cash resources to fund promotion of our brand and improvements in customer service, so as to achieve a significant
position in the travel market. The cash used in the first quarter of 2017 was approximately equal to the difference between the
increase in customer deposits during that quarter and the increase in prepayments, reflecting the fact that we are using cash from
customer deposits to pay current expenses.
In 2016, the amount of cash used in operations
was significantly affected by changes in our accounts with related parties. At the end of 2015, our balance sheet showed a $6,761,508
owed to related parties that had helped to fund the Company's operations in that year and prior periods. During 2016 the Company
used $5,497,957 in cash to reduce the balance due to related parties. The Company also, during 2016, advanced products and cash
to entities owned by the Company's majority shareholders, thus increasing the amount due from related parties by $2,937,544. At
March 31, 2017 the amount due from related parties, $3,527,371, partially offsets the Company's accounts payable and accrued liabilities
on that date, $4,002,540, which should allow the Company to use cash paid in settlement of related party debts to satisfy its accounts
payable.
The Company's operations require very little
in fixed assets - at March 31, 2017 the total of fixed assets was $245,126. This enables the Company to devote its cash resources
to operations, with cash used in purchase of property and equipment being only $120,042 in 2016 and $21,269 in the first quarter
of 2017.
During 2016 we obtained the cash used in
operations by issuing common stock for aggregate payments of $3,700,000. There were no financing activities by the Company during
the first quarter of 2017.
We anticipate that our future liquidity
requirements will arise from the need to fund our growth and pay current obligations. For the near term, we expect our operations
to continue to use cash. Therefore, the primary sources of funding for our cash requirements are expected to be funds obtained
from equity offerings and/or debt financing. However, we have no commitments at this time for such financing, and we can provide
no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms
satisfactory to us, if at all, so as to remain a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet items
reasonably likely to have a material effect on our financial condition.
DESCRIPTION
OF PROPERTY
In June, 2016 Vacances Sinorama leased
a new office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately
$61,669 in lease deposits, and is committed to make monthly lease payments for 120 months as following:
Period
|
|
Per month
|
|
Jun-16
|
|
May-17
|
|
rent-free
|
|
Jun-17
|
|
May-20
|
|
|
18,120
|
|
Jun-20
|
|
May-21
|
|
|
19,932
|
|
Jun-21
|
|
May-22
|
|
|
21,925
|
|
Jun-22
|
|
May-23
|
|
|
24,118
|
|
Jun-23
|
|
May-24
|
|
|
25,324
|
|
Jun-24
|
|
May-25
|
|
|
26,590
|
|
Jun-25
|
|
May-26
|
|
|
27,919
|
|
Jun-26
|
|
May-27
|
|
|
29,315
|
|
The office address is full 4
th
floor
of the La Plaza Swatow, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. We use it primarily for our information technology, e-commerce
operations and marketing.
Vacances Sinorama also leases office space
under non-cancellable operating lease agreements that expire in December 2021. Under the terms of the lease, Vacances Sinorama
paid approximately $21,401 in lease deposits and has committed to lease and management fee payments of approximately $12,514 per
month for 60 months from March 2016. The office address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent,
Montreal, QC H2Z 9Y9. We use it primarily for our airline ticket operations and our Asia Tour Department
In July 2015, Vacances Sinorama entered
into a lease agreement for the premises of its bus tour department. Under the terms of the lease, Vacances Sinorama paid approximately
$14,739 in lease deposits and has is committed to lease and management fee payments of approximately $5,318 per month for 60 months.
The office address is 988 Clark Street, Montreal, QC H2Z 1J9. We use it primarily for our Bus Tour Department.
In February, 2015 Sinorama Voyages leased
office space under non-cancellable operating lease agreements. Under the terms of the lease, Sinorama Voyages paid approximately
$14,640 in lease deposits, and has committed to lease payments of approximately $4,880 per month. Under terms of the lease agreement,
as renewed in February, 2016, Sinorama Voyages is committed to lease payments of approximately $4,925 per month for 96 months.
The office address is 23-25 Road Berri, 75008 Paris, France.
The Company does not own any real
property. We believe the premises now under lease will be adequate for our operations for the foreseeable future.
REPORTS TO SECURITY HOLDERS
We are currently a reporting company under
the Rules of the Securities and Exchange Commission. As such, we are required to file reports with the SEC pursuant to the Securities
Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington,
DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We will also make these reports available
on our website:
www.sinoramacorporation.com
MANAGEMENT
Directors and Executive Officers
The following table sets forth the name, age and position of
each of our directors and executive officers:
Name and Address*
|
|
Age
|
|
Position/Title
|
QIAN Hong
|
|
45
|
|
President, Chairman of the Board
|
JING Wenjia
|
|
45
|
|
Chief Executive Officer and Director
|
ZHAO Hongxi
|
|
51
|
|
Chief Financial Officer and Director
|
|
*
|
The business address for QIAN Hong and JING Wenjia is La Plaza Swatow, Office 518, P.O.Box 008, 998 Boulevard Saint-Laurent, Montreal, Quebec. H2Z 9Y9.
|
The business address for ZHAO Hongxi is 23-25
Rue de Berri, 75008 Paris.
QIAN Hong, age 45, President/Director
Mr. QIAN is our founder and has served
as our president and director since we were organized in June 2016. Mr. QIAN was one of the co-founders of our subsidiary, Vacances
Sinorama Inc., and served as President of that entity since 2005. From 2000 to 2005, Mr. QIAN served as Tour Leader of Huamin Company
France, a travel company. Mr. QIAN served as Travel Managing Operator of Xi’an Holiday Travel Agency from 1994 to 1999. Mr.
QIAN provides hands-on leadership, strategic direction and operations management with a focus on business development, exceptional
quality service and fiscal accountability. Mr. QIAN studied French Language and Literature in Collège Jean Mennais, studied
French Language and Literature in Xi’an International Studies University and obtained College Diploma of Commerce and Economics
from Henan University of Finance and Economics. He can speak Mandarin, French and English. Mr. QIAN does not, and has never served
as an officer or director of any company required to file periodic reports with the Securities and Exchange Commission.
Ms. JING Wenjia, age 45, Chief Executive
Officer/Director
Ms. JING has served as our Chief Executive
Officer and Director since we were organized in June 2016. Ms. JING is one of the cofounders of Vacances Sinorama Inc., and served
as chief executive officer of that entity since 2005. She was responsible for travel operations, budget development, analysis and
oversight; marketing including volume growth/program development; expense control; policy and procedure development and implementation;
and process development to facilitate regulatory compliance. She has more than 20 years in the travel industry. Formerly, Ms. Jing
was the Travel Managing Operator of Sino-France Economic and Cultural Center, served as a part-time Tour Guide for a travel agency
in Shaanxi, China and an employee of Shaanxi Local Product Import and Export Cooperation. Ms. JING studied French and English Language
and Literature in Xi'an International Studies University, and attended Training Certificate in Consecutive and Simultaneous Conference
Interpreting in European Commission Joint Interpreting and Conference Service. She can speak Mandarin, Cantonese, French and English.
Ms. JING does not, and has never served as an officer or director of any company required to file periodic reports with the Securities
and Exchange Commission.
Mr. ZHAO Hongxi, age-51, Chief Financial
Officer/Director
Mr. ZHAO has served as our Chief Financial
Officer and Director since we were organized in June 2016. Since 2012, Mr. ZHAO has served as general director of Sinorama Voyages.
From 1999 to 2011, he served as director of Office of Consultation and management, CGSA, Paris. Previously, he was employed as
Economic Assistant and interpreter by the of the Economic Department of the Chinese Embassy in Dakar, Senegal. He also served as
an interpreter and translator in French for the Institute of Information Studies and Research of the National Automotive Technical
Research Centre in Tianjin, China. Mr. Zhao earned a Master degree in Operational Marketing from Private High School of Computer
Science and Management in Paris, France. He obtained a Master degree in French letter and civilization from Guangdong University
of Foreign Studies in Guangzhou City, China. Mr. Zhao can speak Mandarin, French and English. Mr. ZHAO does not, and has never
served as an officer or director of any company required to file periodic reports with the Securities and Exchange Commission.
Our Chief Executive Officer and Director,
JING Wenjia is wife of QIAN Hong, our President and Director.
Our directors hold office until the next
annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed
by our board of directors and hold office until resignation or removal by the board.
Legal Proceedings Involving Officers
and Directors
To our knowledge, during the last ten years,
none of our directors and executive officers (including those of our subsidiaries) has:
|
·
|
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
|
|
·
|
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
|
|
·
|
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
|
|
·
|
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
|
·
|
Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Board Committees
Audit Committee
Due to the small size of our Board and
the early stage of our operations, we have not yet appointed an audit committee, nor have we appointed an audit committee financial
expert to our Board of Directors. We do, however, recognize the importance of good corporate governance and intend to
appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.
Compensation Committee
We do not presently have a compensation
committee. Our board of directors currently acts as our compensation committee.
Nominating Committee
We do not presently have a nominating
committee. Our board of directors currently acts as our nominating committee.
Code of Ethics
We do not presently have a code of ethics.
However, we intend to adopt such a code of ethics in the future.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation
awarded to, earned by, or paid by Sinorama Corporation or its subsidiaries to its Chief Executive Officer during the past three
fiscal years. There was no other officer or employee whose compensation for fiscal year 2016 exceeded $100,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Non-qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
All
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Comp.
|
|
|
Other
|
|
|
|
|
Principal
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Comp.
|
|
|
Earnings
|
|
|
Comp.
|
|
|
Total
|
|
Position
|
|
Year
|
|
|
($)*
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
JING Wenjia
|
|
|
2016
|
|
|
|
60,727
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,727
|
|
|
|
|
2015
|
|
|
|
43,923
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
43,923
|
|
|
|
|
2014
|
|
|
|
50,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,842
|
|
|
*
|
Amounts of compensation for 2016 and 2015, reported in the table above, represent accrued compensation.
The manner and timing of payments of the accrued compensation will depend on the future financial conditions of the Company.
|
Securities Authorized for Issuance under Equity Compensation
Plans
We do not have any compensation plan under which equity securities
are authorized for issuance.
Outstanding Equity Awards
No individual grants of stock options or
other equity incentive awards have been made to any executive officer or any director since our inception.
Employment Contracts, Termination of
Employment, Change-in-Control Arrangements
We have not entered into any employment
or other contracts or arrangements with our executive officers. There are no compensation plans or arrangements, including payments
to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or
any other termination of such directors, officers or consultants from us. There are no compensation arrangements for directors,
officers, employees or consultants that would result from a change-in-control.
Compensation of Directors
We have no formal plan for compensating
our directors for their services as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of our Board of Directors. The Board of Directors may award special
remuneration to any director undertaking any special services on behalf of Sinorama Corporation other than services ordinarily
required of a director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 30, 2016, we acquired the issued
and outstanding capital stock of Sinorama Tours Co., Ltd, a privately held Limited Liability Company registered in Samoa (“Sinorama
Tours”) in exchange for eleven million (11,000,000) shares of our common stock issued to the prior shareholders of Sinorama
Tours. Two of the shareholders of Sinorama Tours are also officers and directors of Sinorama Corporation: Jing Wenjia, who received
8,250,000 shares of Sinorama Corporation in the share exchange, and Zhao Hongxi, who received 550,000 shares.
During the current and past fiscal years,
the subsidiaries of Sinorama Corporation have sold travel products to several entities that are controlled by members of our Board
of Directors. As a result, there was $3,527,371 due to Sinorama Corporation and subsidiaries from related parties as of March 31,
2017, and $3,563,858 due as of December 31, 2016. All of the debts are non-interest-bearing and payable on demand. The principal
relationships are:
|
·
|
As of March 31, 2017, and December 31, 2016, the Company had a balance due from Sinorama Reisen
GmbH, which is 65% owned by our Chief Executive Officer (JING Wenjia), of $1,521,413 and $1,469,472, respectively. The amount is
the prepayment for the supplier in China, in order to reserve tour availabilities.
|
|
·
|
As of March 31, 2017, and December 31, 2016, the Company has a balance due from Sinorama Holiday
Inc., which is 40% owned by our Chairman (QIAN Hong) and 20% owned by our Chief Executive Officer (JING Wenjia), of $1,179,933
and 1,154,894, respectively. It was for purchasing travel product from Sinorama Vacances.
|
|
·
|
As of March 31, 2017, and December 31, 2016, the Company had a balance due from Sinorama Group
LLC., which is 100% owned by our Chairman (QIAN Hong), of $1,466 and $1,453, respectively.
|
|
·
|
As of March 31, 2017, and December 31, 2016, the Company had a balance due from Sinorama Holiday
Limited, which is 51% owned by our Chairman (QIAN Hong), of $824,983 and $935,418, respectively. It was for purchasing travel product
from Sinorama Vacances.
|
|
·
|
As of March 31, 2017, and December 31, 2016, the Company had a balance due to Sinorama Travel Vancouver
Inc., which is 51% owned by our Chairman (QIAN Hong), of $880,524 and $1,423,231, respectively. Such payments were required by
suppliers in China to be made in advance, in order to book tour availabilities.
|
As of March 31, 2017, and December 31,
2016, the Company had a balance due to Qian Hong & Jing Wenjia, the Chairman and the Chief Executive Officer of the Company,
of $9,722 and $9,650, respectively. It was temporary borrowings between the Company and management.
Except as described above, there was no
transaction during the past fiscal year nor any currently proposed transaction, in which the value exceeded $120,000, where it
appears a related person had a material interest.
PLAN OF DISTRIBUTION
We are registering 5,900,000 shares of
common stock for resale by the selling stockholders from time to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident
to our obligation to register the shares of common stock.
The selling stockholders may sell all or
a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters, broker-dealers or agents, the selling stockholders
will be responsible for underwriting discounts or commissions or agent's commissions. The selling stockholders will offer and sell
our common stock at a fixed price of $1.00 per share, until a public market emerges for our common stock and, thereafter, at prevailing
market prices. These sales may be affected in transactions, which may involve crosses or block transactions, pursuant to one or
more of the following methods:
|
·
|
On any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;
|
|
·
|
In the over-the-counter market;
|
|
·
|
In transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
·
|
Through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;
|
|
·
|
Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
·
|
Block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
·
|
An exchange distribution in accordance with the rules of the applicable exchange;
|
|
·
|
Privately negotiated transactions;
|
|
·
|
Short sales made after the date the Registration Statement is declared effective by the Commission;
|
|
·
|
Broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price
per share;
|
|
·
|
A combination of any such methods of sale; and
|
|
·
|
Any other method permitted pursuant to applicable law.
|
The selling stockholders may also sell
shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus.
In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus.
If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock
or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares
of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to
broker-dealers that in turn may sell such shares.
The selling stockholders may pledge or
grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default in
the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from
time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer, donate and pledge the shares
of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be
the selling beneficial owners for purposes of this prospectus.
To the extent required by the Securities
Act, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed
to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time
a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will
set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names
of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders
and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
The selling security holders may also sell
shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. See: "Shares Eligible for
Future Resale: Rule 144" later in this prospectus.
Under the securities laws of some states,
the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling
stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this
prospectus forms a part.
The selling stockholders and any other
person participating in such distribution will be subject to applicable provisions of the Exchange Act, including, without limitation,
to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the
shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M
may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making
activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common
stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the resale
registration of the shares of common stock, including, without limitation, SEC filing fees and expenses of compliance with state
securities or "blue sky" laws; provided, however, a selling stockholder will pay all underwriting discounts and selling
commissions, if any.
SELLING STOCKHOLDERS
This prospectus covers offers and sales
of up to 5,900,000 shares of our common stock, which may be offered from time to time by the selling stockholder identified in
this prospectus.
The table below identifies each selling
stockholder and shows the number of shares of common stock beneficially owned by the selling stockholder before and after this
offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily
mean that each such selling stockholder will sell all or any of its shares of common stock. We assume that all shares covered by
this prospectus will be sold by each such selling stockholder and that no additional shares of common stock will be bought or sold
by the selling stockholder.
The following table sets forth the name
of each selling stockholder, and, if applicable, the nature of any position, office, or other material relationship which the selling
stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of
our common stock beneficially owned by such stockholder before the offering, the amount being offered for the stockholder’s
account, and the amount to be owned by such stockholder after completion of the offering.
Name of Selling
Stockholder and
Position, Office or
Material Relationship
with Sinorama
|
|
Common Shares
owned by the Selling
|
|
|
Percent
beneficially
owned before
|
|
|
Total Shares to
be Registered
Pursuant
|
|
|
Number of Shares Owned by
Selling Stockholder After Offering
and Percent of Total Issued and
Outstanding)
|
|
Corporation
|
|
Stockholder
|
|
|
Offering
|
|
|
to this Offering
|
|
|
# of Shares
|
|
|
% of Class
|
|
Xing Yanhua
|
|
|
330,000
|
|
|
|
2.2
|
%
|
|
|
330,000
|
|
|
|
0
|
|
|
|
-
|
|
Yang Ming
|
|
|
330,000
|
|
|
|
2.2
|
%
|
|
|
330,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Bo
|
|
|
220,000
|
|
|
|
1.5
|
%
|
|
|
220,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Xiwang
|
|
|
110,000
|
|
|
|
0.7
|
%
|
|
|
110,000
|
|
|
|
0
|
|
|
|
-
|
|
Wei He
|
|
|
110,000
|
|
|
|
0.7
|
%
|
|
|
110,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Guohua
|
|
|
385,000
|
|
|
|
2.6
|
%
|
|
|
385,000
|
|
|
|
0
|
|
|
|
-
|
|
Zou Gongping
|
|
|
275,000
|
|
|
|
1.9
|
%
|
|
|
275,000
|
|
|
|
0
|
|
|
|
-
|
|
Cheung Wai Kee
|
|
|
110,000
|
|
|
|
0.7
|
%
|
|
|
110,000
|
|
|
|
0
|
|
|
|
-
|
|
8941408 Canada Inc.
|
|
|
330,000
|
|
|
|
2.2
|
%
|
|
|
330,000
|
|
|
|
0
|
|
|
|
-
|
|
Yu Miao (1)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Wen (2)
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Yuan (3)
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Xiao Ting (4)
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Yang Man (5)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Charest Dave
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zheng Donghui
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Huichun
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Chang Ching-Yun (6)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Sun Peng (7)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Jing
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zou Wuchang
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Deng Min
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zou You
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Guo Shu
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Lu Chang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Chen Xiaoming
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Gong Jiangang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Lai Xiao
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Cheng Gang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Mingjun
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Jiang Huihui
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Yuanying
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Li
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Ping
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Shani
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Liu Lin
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhou Li
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhu Chunying
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zheng Dongquan (8)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Xu Min (9)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Hu Bo
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Yin Ting
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Jia Yupeng
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Qin Jianhua
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Fan Jiexin
|
|
|
200,000
|
|
|
|
1.4
|
%
|
|
|
200,000
|
|
|
|
0
|
|
|
|
-
|
|
Cai Jianping
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Xiao Lan Hua
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Jing
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Mao Wenkai (10)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wu Baoping
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Liu Zhi Yong (11)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Lin Hailong
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Lin Nan
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Liguang
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Lin Chen
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Qian Fang
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Shuai
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Hu Yajuan
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Hu Guangxin
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Jing
|
|
|
60,000
|
|
|
|
0.4
|
%
|
|
|
60,000
|
|
|
|
0
|
|
|
|
-
|
|
Liu Bin
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Chen Jianzhong
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Han Zhen
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Wu Min
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wu Jiachun
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Lei
|
|
|
60,000
|
|
|
|
0.4
|
%
|
|
|
60,000
|
|
|
|
0
|
|
|
|
-
|
|
Shao Mingye
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wu Weiling
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Yu
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhou Juan
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wu Hongxuan
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Nai Ru
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Cai Xiujuan
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Jin
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Cao Zhong
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Laforest Daniel
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Pan Lei
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Liu Xiaojuan
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Wen Gailing
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Lei Hao
|
|
|
150,000
|
|
|
|
1.0
|
%
|
|
|
150,000
|
|
|
|
0
|
|
|
|
-
|
|
Su Jing
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Cui Hang (12)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Ang (13)
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Wei
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhou Sufen
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Yang Baixian
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Hong
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Ye
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wei Jianrong
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Yue Yin
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Shuxuan
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhu Junqiang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Zhenyi
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Yu Hai
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Guo Hua
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Song Xiao
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Hui
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Jing
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Gang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Lu
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Cailing
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Xue Junlian
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Xu Geng
|
|
|
50,000
|
|
|
|
0.3
|
%
|
|
|
50,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Jie
|
|
|
40,000
|
|
|
|
0.3
|
%
|
|
|
40,000
|
|
|
|
0
|
|
|
|
-
|
|
Huang Lan
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Yang Yang
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Yan Guang Ping
|
|
|
100,000
|
|
|
|
0.7
|
%
|
|
|
100,000
|
|
|
|
0
|
|
|
|
-
|
|
Wang Yingwei
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Long
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Chu Chenhui
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
|
20,000
|
|
|
|
0
|
|
|
|
-
|
|
Li Linhong
|
|
|
10,000
|
|
|
|
0.1
|
%
|
|
|
10,000
|
|
|
|
0
|
|
|
|
-
|
|
Zheng An
|
|
|
30,000
|
|
|
|
0.2
|
%
|
|
|
30,000
|
|
|
|
0
|
|
|
|
-
|
|
Zhang Xiaoqi
|
|
|
30,000
|
|
|
|
0.2
|
%
|
|
|
30,000
|
|
|
|
0
|
|
|
|
-
|
|
Gao Yuan
|
|
|
30,000
|
|
|
|
0.2
|
%
|
|
|
30,000
|
|
|
|
0
|
|
|
|
-
|
|
Total
|
|
|
5,900,000
|
|
|
|
|
|
|
|
5,900,000
|
|
|
|
0
|
|
|
|
-
|
|
Except as set forth below, the selling stockholder has not held
any position or office with us or any of our affiliates, nor has had any other material relationship (other than as a purchaser
of securities) with us or any of our affiliates or predecessors within the past three years. Furthermore, none of the selling stockholders
is a registered broker-dealer or an affiliate of a registered broker-dealer.
Material relationship which the selling
security holder
|
(1)
|
Yu Miao is an employee of Vacances Sinorama Inc.
|
|
(2)
|
Wang Wen is an employee of Vacances Sinorama Inc.
|
|
(3)
|
Gao Yuan is an employee of Vacances Sinorama Inc.
|
|
(4)
|
Xiao Ting is an employee of Vacances Sinorama Inc.
|
|
(5)
|
Yang Man is an employee of Vacances Sinorama Inc.
|
|
(6)
|
Chang Ching-Yun is an employee of Sinorama Voyages
|
|
(7)
|
Sun Peng is an employee of Vacances Sinorama Inc.
|
|
(8)
|
Zheng Dongquan is an employee of Vacances Sinorama Inc.
|
|
(9)
|
Xu Min is an employee of Vacances Sinorama Inc.
|
|
(10)
|
Mao Wenkai is an employee of Vacances Sinorama Inc.
|
|
(11)
|
Liu Zhi Yong is an employee of Vacances Sinorama Inc.
|
|
(12)
|
Cui Hang is an employee of Vacances Sinorama Inc.
|
|
(13)
|
Li Ang is an employee of Sinorama Voyages.
|
PRINCIPAL STOCKHOLDERS
The following table sets forth information
regarding the beneficial ownership of our common stock for (1) each person, or group of affiliated persons, known by us to beneficially
own more than 5% of our common stock; (2) each of our executive officers; (3) each of our directors; and (4) all of our executive
officers and directors as a group.
We have determined beneficial ownership
in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of
securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person
is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within
60 days. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address for each
person listed in the table is c/o Sinorama Corporation, La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal,
QC H2Z 9Y9.
The percentage ownership information shown
in the table below is calculated based on 14,700,000 shares of our common stock issued and outstanding. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares of our common stock.
Beneficial Owner
|
|
Amount and Nature
of Beneficial
Ownership
|
(1)
|
|
Percentage
of Class
|
|
Jing Wenjia
|
|
|
8,250,000
|
|
|
|
56.1
|
%
|
Qian Hong
|
|
|
8,250,000
|
(2)
|
|
|
56.1
|
%
|
Zhao Hongxi
|
|
|
550,000
|
|
|
|
3.8
|
%
|
All officers and directors as a group (3 persons)
|
|
|
8,800,000
|
|
|
|
59.9
|
%
|
(1)
Ownership is of record and
beneficial, unless otherwise indicated.
(2)
Includes 8,250,000 shares
owned of record by Jing Wenjia, his spouse.
We are unaware of any contract or other
arrangement the operation of which may at a subsequent date result in a change in control of our Company.
Other than the shares covered by the registration
statement of which this prospectus is a part, we have not registered any shares for sale by security holders under the Securities
Act. None of our stockholders are entitled to registration rights.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Our authorized capital stock consists of
100,000,000 shares of common stock, par value $0.001 per share.
The holders of our common stock:
|
·
|
Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;
|
|
·
|
Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
|
·
|
Do not have pre-emptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights; and
|
|
·
|
Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
|
The shares of common stock are not subject
to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached
to any of the common shares and they all rank at equal rate or “ pari passu,” each with the other, as to all benefits,
which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general
annual meeting to be convened by our Board of Directors.
At any general meeting, subject to the
restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and
entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered
owner and may exercise such vote either in person or by proxy. A simple majority vote by our shareholders is required to take action.
To the knowledge of our management, at the date hereof, our officers and directors are the only persons to exercise control, directly
or indirectly, over more than 10% of our outstanding common shares. See “Security Ownership of Certain Beneficial Owners
and Management.”
We refer you to our Articles of Incorporation
and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable
statutes of the State of Florida for a more complete description of the rights of holders of our securities.
As of the date of this
prospectus, there were 14,700,000 shares of the Company’s common stock issued and outstanding held by 116 shareholders
Preferred Stock
We do not have any preferred stock authorized, issued or outstanding.
Options, Warrants and Rights
There are no outstanding options, warrants, or rights to purchase
any of our securities.
Non-cumulative Voting
Holders of shares of our common stock do
not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of our directors.
Cash Dividends
The declaration of any future cash dividend
will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial
position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, into our business.
Transfer Agent
The stock transfer agent for our securities
is Island Stock Transfer, 15500 Roosevelt Blvd, Suite 301, Clearwater, FL 33760. Its telephone number is (727) 289-0010.
SHARES ELIGIBLE FOR FUTURE RESALE
As of the date of this prospectus, we have
outstanding an aggregate of 14,700,000 shares of our common stock. Of these shares, the 5,900,000 shares covered by this prospectus
are freely transferable without restriction or further registration under the Securities Act.
The remaining 8,800,000 restricted shares
of common stock are owned by our executive officers and directors, known as our “affiliates,” and may not be resold
in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under
Rule 144 of the Securities Act.
Rule 144
In general, under Rule 144 as currently
in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during
the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities
for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject
to the continued availability of current public information about us (which current public information requirement is eliminated
after a one-year holding period).
A person who is one of our affiliates,
or has been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares of
our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period
to sell his or her securities, provided that he or she sells an amount that does not exceed 1% of the number of shares of our common
stock then outstanding (or, if our common stock is listed on a national securities exchange, the average weekly trading volume
of the shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale), subject to
the continued availability of current public information about us, compliance with certain manner of sale provisions, and the filing
of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than
$50,000 in a three-month period.
EXPERTS
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company,
nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director,
officer or employee.
Our financial statements for the period
from January 01, 2015 through December 31, 2016, included in this prospectus have been audited by Anton & Chia, LLP, as set
forth in its report included in this prospectus.
LEGAL REPRESENTATION
Our counsel, Robert Brantl, Esq., 52 Mulligan
Lane, Irvington, NY 10533, has issued an opinion about certain legal matters with respect to the securities.
WHERE YOU CAN FIND MORE INFORMATION
In accordance with the Securities Act of
1933, we are filing with the SEC a registration statement on Form S-1, of which this prospectus is a part, covering the securities
being offered in this offering. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information
set forth in the registration statement. For further information regarding both our Company and the securities in this offering,
we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public
reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official business
days during the hours of 10am and 3pm, and on the SEC Internet site at http:www.sec.gov. Information regarding the operation
of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us, we
have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public
policy as expressed in such act and is, therefore, unenforceable.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To: The Board of Directors and Stockholders of
SINORAMA CORPORATION
We have audited the accompanying consolidated
balance sheets of SINORAMA CORPORATION and subsidiaries ("the Company") as of December 31, 2016, and 2015 and the related
consolidated statements of income and comprehensive loss, stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2016, and 2015 and the results of its operations and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ ANTON & CHIA, LLP
Certified Public Accountants
Newport Beach, CA
March 31, 2017
SINORAMA CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2016 AND 2015
(EXPRESSED IN US DOLLARS)
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
6,181,785
|
|
|
$
|
3,265,776
|
|
Restricted cash
|
|
|
2,371,212
|
|
|
|
2,560,354
|
|
Short term investment
|
|
|
210,148
|
|
|
|
901,663
|
|
Accounts receivable
|
|
|
233,361
|
|
|
|
57,624
|
|
Amount due from related parties
|
|
|
3,563,858
|
|
|
|
655,853
|
|
Prepayments & deferred expenses
|
|
|
9,234,410
|
|
|
|
9,318,623
|
|
Other receivable
|
|
|
728,887
|
|
|
|
162,050
|
|
Total current assets
|
|
|
22,523,661
|
|
|
|
16,921,943
|
|
|
|
|
|
|
|
|
|
|
Long term deposits
|
|
|
2,065,019
|
|
|
|
2,079,926
|
|
Property and Equipment, net
|
|
|
235,173
|
|
|
|
149,675
|
|
Total assets
|
|
$
|
24,823,853
|
|
|
$
|
19,151,544
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
3,373,444
|
|
|
$
|
1,225,328
|
|
Customer deposits
|
|
|
22,772,259
|
|
|
|
13,353,708
|
|
Payroll payable
|
|
|
123,644
|
|
|
|
120,500
|
|
Amount due to related party
|
|
|
1,435,433
|
|
|
|
6,761,508
|
|
Taxes payable
|
|
|
-
|
|
|
|
1
|
|
Other payable
|
|
|
-
|
|
|
|
14,450
|
|
Total current liabilities
|
|
|
27,704,780
|
|
|
|
21,475,495
|
|
Total liabilities
|
|
$
|
27,704,780
|
|
|
$
|
21,475,495
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ deficit
|
|
|
|
|
|
|
|
|
Common stock; $0.001 par value, 100,000,000 shares authorized; 14,700,000 and 11,000,000 and issued and outstanding at December 31, 2016 and 2015, respectively
|
|
|
14,700
|
|
|
|
11,000
|
|
Additional paid-in capital
|
|
|
4,483,102
|
|
|
|
786,802
|
|
Accumulated Deficits
|
|
|
(4,750,659
|
)
|
|
|
(2,015,994
|
)
|
Accumulated other comprehensive income
|
|
|
387,917
|
|
|
|
254,209
|
|
Total shareholders’ deficit of the Company
|
|
|
135,060
|
|
|
|
(963,983
|
)
|
Non-controlling interest
|
|
|
(3,015,987
|
)
|
|
|
(1,359,968
|
)
|
Total shareholders’ deficit
|
|
|
(2,880,927
|
)
|
|
|
(2,323,951
|
)
|
Total liabilities and shareholders’ deficit
|
|
$
|
24,823,853
|
|
|
$
|
19,151,544
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
|
|
For The Year Ended
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Asian Tours
|
|
$
|
60,562,585
|
|
|
$
|
25,965,460
|
|
Bus Tours
|
|
|
9,611,893
|
|
|
|
8,065,250
|
|
Third party product sales
|
|
|
7,481,569
|
|
|
|
7,026,217
|
|
Total revenue
|
|
|
77,656,047
|
|
|
|
41,056,927
|
|
Cost of Sales
|
|
|
70,864,211
|
|
|
|
35,749,576
|
|
Gross Profit
|
|
|
6,791,836
|
|
|
|
5,307,351
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
3,638,470
|
|
|
|
2,559,362
|
|
Advertising and promotion
|
|
|
4,767,320
|
|
|
|
1,449,214
|
|
Rent and occupancy charges
|
|
|
291,409
|
|
|
|
236,848
|
|
Office and general
|
|
|
496,179
|
|
|
|
210,058
|
|
Bank charge and interest
|
|
|
1,406,860
|
|
|
|
990,026
|
|
Business taxes and licenses
|
|
|
27,210
|
|
|
|
42,974
|
|
Professional fees
|
|
|
435,927
|
|
|
|
169,533
|
|
Depreciation of property and equipment
|
|
|
37,820
|
|
|
|
37,171
|
|
Insurance
|
|
|
32,920
|
|
|
|
7,221
|
|
Other expense
|
|
|
5,497
|
|
|
|
6,663
|
|
Total operating costs and expenses
|
|
|
11,139,612
|
|
|
|
5,709,070
|
|
Losses from operations before other income and income taxes
|
|
|
(4,347,776
|
)
|
|
|
(401,719
|
)
|
Other income(expense)
|
|
|
(211,349
|
)
|
|
|
66,109
|
|
Losses from operations before income taxes
|
|
|
(4,559,125
|
)
|
|
|
(355,610
|
)
|
Income tax
|
|
|
(56,954
|
)
|
|
|
36,625
|
|
Net loss
|
|
|
(4,502,171
|
)
|
|
|
(372,235
|
)
|
Less: net loss attributable to non-controlling interests
|
|
|
(1,767,506
|
)
|
|
|
(406,138
|
)
|
Net loss attributable to the Company
|
|
$
|
(2,734,665
|
)
|
|
$
|
33,903
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(245,195
|
)
|
|
|
(104,432
|
)
|
Foreign currency translation adjustment attributable to non-controlling interests
|
|
|
(111,487
|
)
|
|
|
(41,895
|
)
|
Foreign currency translation adjustment attributable to the Company
|
|
|
(133,708
|
)
|
|
|
(62,537
|
)
|
Comprehensive loss
|
|
$
|
(4,256,976
|
)
|
|
$
|
(267,803
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
|
|
(1,656,019
|
)
|
|
|
(364,243
|
)
|
Comprehensive income(loss) attributable to the Company
|
|
$
|
(2,600,957
|
)
|
|
$
|
96,440
|
|
Basic and diluted earnings per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.00
|
)
|
Weighted average number of shares outstanding
|
|
|
11,786,889
|
|
|
|
9,838,889
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
|
|
Common Stock
|
|
|
Additional
paid-in
|
|
|
Accumulated
|
|
|
Accumulated
Other
comprehensive
|
|
|
Non-
Controlling
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
capital
|
|
|
Deficits
|
|
|
income
|
|
|
Interest
|
|
|
deficit
|
|
Balance at January 31, 2014
|
|
|
8,250,000
|
|
|
$
|
8,250
|
|
|
$
|
789,552
|
|
|
$
|
(2,049,897
|
)
|
|
$
|
191,672
|
|
|
$
|
(995,725
|
)
|
|
$
|
(2,056,148
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,903
|
|
|
|
|
|
|
|
(406,138
|
)
|
|
|
(372,235
|
)
|
June 3, 2015 Shares issued
|
|
|
2,750,000
|
|
|
|
2,750
|
|
|
|
(2,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,537
|
|
|
|
41,895
|
|
|
|
104,432
|
|
Balance at December 31, 2015
|
|
|
11,000,000
|
|
|
$
|
11,000
|
|
|
$
|
786,802
|
|
|
$
|
(2,015,994
|
)
|
|
$
|
254,209
|
|
|
$
|
(1,359,968
|
)
|
|
$
|
(2,323,951
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,734,665
|
)
|
|
|
|
|
|
|
(1,767,506
|
)
|
|
|
(4,502,171
|
)
|
Shares issued
|
|
|
3,700,000
|
|
|
|
3,700
|
|
|
|
3,696,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700,000
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,708
|
|
|
|
111,487
|
|
|
|
245,195
|
|
Balance at December 31, 2016
|
|
|
14,700,000
|
|
|
$
|
14,700
|
|
|
$
|
4,483,102
|
|
|
$
|
(4,750,659
|
)
|
|
$
|
387,917
|
|
|
$
|
(3,015,987
|
)
|
|
$
|
(2,880,927
|
)
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
|
|
For the Year Ended
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,502,171
|
)
|
|
$
|
(372,235
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
37,820
|
|
|
|
37,171
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(176,341
|
)
|
|
|
(62,377
|
)
|
Prepayments & deferred expenses
|
|
|
363,971
|
|
|
|
(6,272,316
|
)
|
Other receivable
|
|
|
(578,935
|
)
|
|
|
(275,512
|
)
|
Due from related parties
|
|
|
(2,937,544
|
)
|
|
|
(247,813
|
)
|
Term deposits
|
|
|
-
|
|
|
|
(1,125,265
|
)
|
Accounts payable and accrued liabilities
|
|
|
2,374,014
|
|
|
|
3,155,051
|
|
Customer deposits
|
|
|
9,351,963
|
|
|
|
3,662,193
|
|
Payroll Payable
|
|
|
4,471
|
|
|
|
59,333
|
|
Income taxes payable
|
|
|
(2
|
)
|
|
|
(194,672
|
)
|
Other payable
|
|
|
(15,100
|
)
|
|
|
(782
|
)
|
Due to related parties
|
|
|
(5,497,957
|
)
|
|
|
4,322,594
|
|
Net cash used in (provided by) operating activities
|
|
|
(1,575,811
|
)
|
|
|
2,685,370
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Short term investment
|
|
|
716,182
|
|
|
|
(683,929
|
)
|
Purchases of property and equipment
|
|
|
(120,042
|
)
|
|
|
(24,802
|
)
|
Net cash provided by (used in) investing activities
|
|
|
596,140
|
|
|
|
(708,731
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Issue common stock
|
|
|
3,700,000
|
|
|
|
-
|
|
Credit card payable
|
|
|
-
|
|
|
|
(21,698
|
)
|
Net cash provided by (used in) financing activities
|
|
|
3,700,000
|
|
|
|
(21,698
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuation on cash and cash equivalents
|
|
|
6,358
|
|
|
|
(841,546
|
)
|
Net increase in cash and cash equivalents
|
|
|
2,726,867
|
|
|
|
1,113,395
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year
|
|
|
5,826,130
|
|
|
|
4,712,735
|
|
Cash and cash equivalents, ending of year
|
|
$
|
8,552,997
|
|
|
$
|
5,826,130
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
(36,625
|
)
|
Cash paid for interest
|
|
|
-
|
|
|
|
-
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
SINORAMA CORPORATION (the “Company”
or “Sinorama”) was incorporated on June 30, 2016 under the laws of the United States and the State of Florida. The
general nature of the business shall be to engage in any and all lawful business permitted under the laws of the United States
and the State of Florida.
The Company’s subsidiaries include
Sinorama Tours Co., Ltd., Simon Qian Voyages, Inc., Vacances Sinorama Inc., and Sinorama Voyages.
SINORAMA TOURS CO., LTD ("Sinorama
Tours"), which is a privately held Limited Liability Company registered in Samoa on June 03, 2015. SINORAMA TOURS was authorized
to issue 1,000,000 shares of a single class each with par value of $1.00 per share to its shareholders, SINORAMA TOURS issued 10,000
shares of a single class each with par value of $1.00 per share to its shareholders.
Simon Qian Voyages Inc. (“Simon Qian
Voyages”) was established on October 12, 2012 under the laws of Canada. Ms. JING Wenjia was 100% holding controlling interest
of Simon Qian Voyages.
Vacances Sinorama Inc. (“Vacances
Sinorama”), which was a privately held, for-profit travel producer and seller, incorporated in Montreal, Quebec, Canada on
December 2004. Vacances Sinorama is a large integrated tour company providing Bus Tour, Asian Tour, Air Tickets, Hotel Reservation,
Cruise and other solutions to its customers worldwide. Vacances Sinorama facilitate travel commerce with online and offline travel
business, Vacances Sinorama is providing both business to customer (B2C) and business to business (“B2B”) travel commerce
marketplace.
Sinorama Voyages (“Sinorama Voyages”)
was a privately held, for-profit travel producer and seller, incorporated in Paris, France on February 2012, Mr. QIAN Hong owned
51% of Sinorama Voyages. Sinorama Voyages is an integrated travel company providing Bus Tour, Asian Tour, Air Tickets and other
solutions to its customers worldwide. Sinorama Voyages facilitate travel commerce with online and offline travel business, Sinorama
Voyages providing both business to customer (B2C) and business to business (“B2B”) travel commerce marketplace.
Reorganization
On June 30, 2016, the Company engaged in
a corporate reorganization to roll several controlled entities (now referred to as the subsidiaries) into one legal corporation
(the Company). The specific transactions related to this reorganization are outlined below. During the years presented in these
financial statements, the control of the entities has never changed (always under the control of husband (Mr. QIAN Hong) and/or
wife (Ms. JING Wenjia). Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities
under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure
existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis
for all periods to which such entities were under common control. Since all of the subsidiaries were under common control for the
entirety of the years ended December 31, 2014 and 2015, the results of these subsidiaries are included in the financial statements
for both periods. Non-controlling interests in the subsidiaries are related parties and thus were not adjusted to fair value as
a result of the reorganization.
The transactions leading up to and including the reorganization
are as follows:
On December 31, 2014, Mr. QIAN Hong was
holding 100% of controlling interest of Vacances Sinorama. Mr. QIAN Hong transferred 66.67% of controlling interest to Simon Qian
Voyages. Therefore, 66.67% of Vacances Sinorama is owned by Simon Qian Voyages owns and 33.33% is owned by Mr. QIAN Hong.
On May 09, 2016 QIAN Hong transferred 51% controlling interest
of Sinorama Voyages to Sinorama Tours Co., Ltd.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Continued)
On June 09, 2016, the sole Shareholder
of Simon Qian Voyages Inc. Ms. JING Wenjia has transferred 100% controlling interest to Sinorama Tours Co., Ltd.
On June 16, 2016, Mr. QIAN Hong transferred
all 2,400 Sinorama Tours Co., Ltd shares to Ms. JING Wenjia, subsequently making Ms. JING Wenjia holdings 7,500 Sinorama Tours
Co., Ltd shares.
On June 30, 2016, the Company issued a
total of 11,000,000 shares of its common stock, par value $0.001(the Sinorama Corporation shares) to the shareholders of Sinorama
Tours Co., Ltd (“Sinorama Tours”), a company which was incorporated in Samoa on June 03, 2015, in exchange for 100%
of Sinorama Tours Co., Ltd shares owned by the shareholders. Upon this completion of this transaction, all the shareholders had
exchanged 100% of their shares for the shares of Sinorama, Sinorama Tours become a 100% owned subsidiary of Sinorama.
Sinorama, Sinorama Tours, Simon Qian Voyages, Vacances Sinorama
and Sinorama Voyages are collectively referred as the “Group”.
Basis of presentation
The Company’s consolidated financial
statements are expressed in U.S. Dollars and are presented in accordance with the United States generally accepted accounting principles
("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of consolidation
The consolidated financial statements include
the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
Non-controlling interests represent the equity interest in Vacances Sinorama and Sinorama Voyages that are not attributable to
the Company. Non-controlling interest is reported in the consolidated financial position within equity, separately from the Company’s
equity and that net income or loss and comprehensive income or loss are attributable to the Company’s and the non-controlling
interest.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of audited consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results could differ from those estimates. Significant
items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount
and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that
management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these
estimates.
Reclassification
The comparative figures have been reclassified to conform to
current year presentation.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue recognition
The Group’s revenues are primarily
derived from sale of our self-developed products, including Bus Tour Products and Asian Tour Products and the group is also selling
Third Party Products (Air tickets/hotel and etc.). Revenue is recognized only when the persuasive evidence of an arrangement exists,
the service has been performed, the price is fixed or determinable, and the collectability of the related fee is reasonably assured
in accordance with ASC 605, Revenue Recognition, or ASC 605. Specifically, contracts are signed to establish significant terms
such as the price and specific services to be provided. The Group assesses the creditworthiness of our customers prior to signing
the contracts to ensure collectability is reasonably assured. Non-refundable payments received before all of the relevant criteria
for revenue recognition are satisfied are recorded as customer advances and deposits.
Bus Tour Products Sales
Revenues from bus tours are recognized
when customers depart from the trips. Revenues from bus tour services are recognized on gross basis, which represent amounts charged
to and received from customers, as the Group is the primary obligor in the arrangement and bear the risks and rewards, including
the customers’ acceptance of products and services delivered.
Asian Tour Products Sales
The Company recognize Asian tour services
revenues and other travel-related services such as visa processing services on the date that tours or the flights departure, provided
that evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the
period, and collection of the resulting receivable is reasonably assured the full payment needs to be paid before flights departure.
Third Party Products Sales
Revenue from sales of the third party products
reservations is recognized at the time of the booking of the reservation, the third party products sales are non-refundable. The
third party products are normally derived from air ticket, hotel reservation, cruise, insurance and so on. The revenue from third
party products was recognized on gross basis. The Company conducts a rigorous process in selecting travel products and services
before selling these products to customers and independently determine the prices charged to customers for Third Party Products
Sales. The Company is the primary obligor in the arrangement and is responsible for the ultimate customer acceptance for all products
and services rendered. Such commitment is also made in the contracts entered into with customers. The Company is the party retained
and paid by customers. In situations of customer disputes, where the customer files a complaint or demands a refund, the Company
assumes risks and responsibilities for the delivery of products and is responsible for refunding the customers their payments.
Cash and cash equivalents
Cash and cash equivalents consist of cash
on hand and bank deposits and other liquid investments, which are unrestricted as to withdrawal and use. All highly liquid investments
with original stated maturity of three months or less are classified as cash equivalents. Cash and cash equivalents approximates
or equals fair value due to their short term nature. The Group’s cash and cash equivalents consist of cash on hand and cash
in bank, including bank term deposits. As of December 31, 2016 and 2015, the cash on hand and cash in bank were $5,126,409 and
$1,844,904, respectively. As of December 31, 2016 and 2015, the term deposits for IATA were $Nil and $8,672, respectively, the
interest rate was between 0.30%, maturity was three months or less. As of December 31, 2016 and 2015, the short term deposits were
$1,055,376 and $1,412,200, respectively, the interest rate was 0.2% to 0.50%, maturity was three months or less. Therefore, the
total cash and cash equivalents, as of December 31, 2016 and 2015, were $6,181,785 and $3,265,776, respectively.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Restricted cash
In accordance with the Quebec Consumer
Protection Act and the Travel Agents Act, the Company is required to deposit into trust certain customer deposits until suppliers
are paid for their services. The company can access the trust account only to administer it as trustee, cannot use funds from this
account for personal or corporate purposes until the supplier is paid. As of December 31, 2016 and 2015, the restricted cash in
the trust account was $2,371,212 and $2,560,354, respectively.
Short term investments
Short-term investments are comprised of
investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate
and a term to maturity of greater than 3 months but less than 12 months. Such investments are generally not permitted to be redeemed
early or are subject to non interest for redemption prior to maturity. The Company classifies these investments as held-to-maturity
as it has both the positive intent and ability to hold them until maturity. These investments are classified as short-term investments
based on the maturity date. The short term investments maturities are exceeding three months. As of December 31, 2016 and 2015,
the short term investments were $210,148 and $901,663, respectively, the interest rate were between 0.65% to1.5%, the maturity
was exceeding three months but less than twelve months.
Fair Value Measurement
The Company applies the provisions of ASC
Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also
establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that
would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company
considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants
would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation
techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or
no market activity).
There were no transfers between level 1,
level 2 or level 3 measurements for the years ended December 31, 2016 and 2015.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial assets and liabilities of the
Company primarily comprise of cash and cash equivalents, restricted cash, accounts receivable, amount due from related parties,
other receivable, accounts payable, payroll payable, amount due to related party and other payable. As at December 31, 2016 and
2015, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these
instruments.
Accounts receivable
Accounts receivable are recognized and
carried at original invoiced amount less an allowance for any potential uncollectible amounts. An estimate for doubtful debts is
made when the collection of the full amount is no longer probable. Bad debts are written off as incurred.
The Company maintains allowances for doubtful
accounts for estimated losses resulting from the failure of customers to make payments on time. The Company reviews the accounts
receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating
the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the
customer’s historical payment history, its current credit-worthiness and current economic trends.
The Company experienced nil and nil bad debts during the year
ended December 31, 2016 and 2015, respectively.
Property and equipment
Property and equipment are stated at cost.
Computer Equipment, Furniture & Fixtures and Office Equipment are depreciated using the declining balance depreciation method
basis reflective of the useful lives of the assets. Leasehold Improvement are stated at cost and are depreciated using the straight-line
method over the shorter of the estimated useful lives of the asset or the term of the related lease, as follows:
Computer Equipment
|
Declining Balance Method at rate 30% per year
|
Furniture & Fixtures
|
Declining Balance Method at rate 20% per year
|
Office Equipment
|
Declining Balance Method at rate 20% per year
|
Leasehold Improvement
|
10 years
|
Repair and maintenance costs are charged
to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment is
capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and
accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the
consolidated statements of comprehensive loss.
Functional currency and foreign currency translation
As of and for the years ended December
31, 2016 and 2015, all foreign subsidiaries use the local currency of their respective countries as their functional currency,
which is the U.S. Dollars for Sinorama and Sinorama Tours, and the Canadian dollar (“Canada dollar”) for Simon Qian
Voyages and Vacances Sinorama and the Euro (“€”) for Sinorama Voyages.
The Company’s reporting currency
is U.S. dollars. Assets and liabilities of Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are translated into U.S.
dollars at the exchange rates set forth in the Bank of Canada at the balance sheet dates, revenues and expenses are translated
into U.S. dollars at average exchange rates set forth in the Bank of Canada for the reporting periods, and shareholders' equity
is translated at historical exchange rates. Gains and losses resulting from translation are recorded as a component of accumulated
other comprehensive income (loss).
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Realized gains and losses from foreign
currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations, unrealized
gains and losses from foreign currency transactions are recognized as other income (expense) in the consolidated statements of
operations.
The exchange rates used for foreign currency translation are
as follows:
|
|
|
|
2016
|
|
2015
|
|
|
|
|
(CAD to USD/EUR to USD)
|
|
(CAD to USD/EUR to USD)
|
Assets and liabilities
|
|
period end exchange rate
|
|
0.7448/1.0553
|
|
0.7225/1.0858
|
Revenue and expenses
|
|
period weighted average
|
|
0.7550/1.1068
|
|
0.7821/1.1092
|
Income taxes
The Company adopts FASB ASC Topic 740,
“Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.
In July 2006, the FASB issued FIN 48(ASC
740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income
tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48(ASC
740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent
financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not
threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The application of tax laws and regulations
is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change
as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the
actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities
or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.
As a result of the implementation of FIN
48 (ASC 740-10), the company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards
established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity
as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s audited consolidated
financial statements.
The Company income tax expenses (recovery) was $(56,954) and
$36,625 for the years ended December 31, 2016 and 2015, respectively.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings per share
The Company computes earnings per share
(“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures
to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding
during the period.
Diluted EPS is similar to basic EPS but
presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options
and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation
of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method
and the potential shares of converted common stock associated with the convertible debt using the if-converted method. Potential
common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded
from the calculation of diluted EPS.
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised
of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains or losses
resulting from translating Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages’ functional currency, the Canadian
dollar and Euro dollar to its reporting currency, U.S. dollar.
Segment Information and Geographic Data
The Company reports segment information
based on the “management” approach. The management approach designates the internal reporting used by management for
making decisions and assessing performance as the source of the Company’s reportable operating segments.
The Company manages its business primarily
on a geographic basis. The Company’s reportable operating segments consist of the Vacances Sinorama (Canada) and Sinorama
Voyages (France). Although each reportable operating segment provides similar travel products and similar services, they are managed
separately to better align with the location of the Company’s customers and distribution partners and the unique market dynamics
of each geographic region. The accounting policies of the various segments are the same as those described in Note 2, “Summary
of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in this report.
The Company evaluates the performance of
its reportable operating segments based on net sales and operating income. Net sales for geographic segments are generally based
on the location of customers and sales through the Company’s office located in those geographic locations. Operating income
for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the
segment. Advertising expenses and salaries and employee benefits are generally included in the geographic segment in which the
expenditures are incurred. Operating income for each segment excludes other income and expense and certain expenses managed outside
the reportable operating segments. Costs excluded from segment operating income include income taxes and foreign currency translation
adjustment. The Company does not include intercompany transfers between segments for management reporting purposes.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summarized financial information by segment
is as follows:
|
|
Vacances Sinorama
(Canada)
|
|
|
Sinorama Voyages
(France)
|
|
|
Sinorama Corporation
(USA)
|
|
|
Total
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
63,326,273
|
|
|
|
14,329,774
|
|
|
|
-
|
|
|
|
77,656,047
|
|
Operating income
|
|
|
(1,910,999
|
)
|
|
|
(2,341,294
|
)
|
|
|
(306,832
|
)
|
|
|
(4,559,125
|
)
|
Total assets
|
|
|
17,716,759
|
|
|
|
3,646,925
|
|
|
|
3,460,169
|
|
|
|
24,823,853
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
30,019,167
|
|
|
|
11,037,760
|
|
|
|
-
|
|
|
|
41,056,927
|
|
Operating income
|
|
|
1,443,974
|
|
|
|
(1,779,584
|
)
|
|
|
-
|
|
|
|
(335,610
|
)
|
Total assets
|
|
|
13,140,291
|
|
|
|
6,011,252
|
|
|
|
-
|
|
|
|
19,151,544
|
|
A reconciliation of the Company’s
segment operating income to the Consolidated Statements of Operations for the year ended December 31, 2016 and December 31, 2015:
|
|
The Year Ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Segment operating loss
|
|
$
|
(4,559,125
|
)
|
|
$
|
(335,610
|
)
|
Income tax expense
|
|
|
(56,954
|
)
|
|
|
36,625
|
|
Foreign currency translation adjustment
|
|
|
245,195
|
|
|
|
104,432
|
|
Total operating income
|
|
$
|
(4,256,976
|
)
|
|
$
|
(267,803
|
)
|
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, accounts receivable, prepayments
and other receivables arising from its normal business activities. The carrying amounts of these financial instruments represent
the maximum amount of loss due to credit risk. The deposits placed with financial institutions are not protected by statutory or
commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its
deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors
the credit worthiness of these financial institutions. The Company places its cash in what it believes to be credit-worthy financial
institutions. The Company has a diversified customer base. The majority of sales are cash receipt in advance. For those credit
sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk,
establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable
credit risk exposure beyond such allowance is limited.
Recently accounting pronouncements
In August 2014, the FASB issued an accounting
standard update that requires management to perform interim and annual assessments of an entity’s ability to continue as
a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how
to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise
to substantial doubt about an entity’s ability to continue as a going concern. This accounting standard update applies to
all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter, with early adoption permitted. This accounting standard update will be effective for the Company on January 1, 2017.
The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated results
of operations, financial position or cash flows.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In April 2015, the FASB issued ASU 2015-03,
Interest- Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in
the balance sheet as a direct deduction from the carrying amount of that debt liability. The new standard is effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. This accounting
standard update will be effective for the Company on January 1, 2017. The adoption of this standard is not expected to have a material
impact on the Company’s consolidated statement of financial position.
In January 2016, the FASB issued ASU 2016-01
Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 amends
the guidance in US GAAP on classification, measurement and disclosure of financial instruments. It revises an entity’s accounting
related to: 1) classification and measurement of investments in equity securities; 2) presentation of certain fair value changes
for financial liabilities measured at fair value; and, 3) amends disclosure requirements associated with the fair value of financial
instruments. ASU 2016-01 is effective for years beginning after December 15, 2017 and early adoption is permitted. The adoption
of ASU 2016-01 is not expected to have a material effect on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02
Leases (Topic 842). ASU 2016-02 establishes new guidance for the recording and disclosure of assets and liabilities that arise
from leasing activity. ASU 2016-02 will require most lessees to record lease assets and lease liabilities that arise from leases
on the statement of financial condition and disclose qualitative and quantitative information related to lease transactions such
as variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for years beginning after December
18, 2018 and early adoption is permitted. The Company is evaluating ASU 2016-02 to determine its impact, if any, on the consolidated
financial statements.
In March 2016, the FASB issued ASU No.
2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net). The amendment in this update affect entities with transactions included within the scope of Topic 606, The scope of that
Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s
ordinary activities) in exchange for consideration. The amendments are intended to improve the operability and understandability
of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, the amendments
in ASU 2016-10 provide more detailed guidance, including additional implementation guidance and examples in the following key areas:
1) identifying performance obligations and 2) licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12 a
proposed Update, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, on September
30, 2015. The amendments do not change the core principles of the standard, but clarify the guidance on assessing collectability,
presenting sales taxes, measuring noncash consideration and certain transition matters. This update becomes effective concurrently
with ASU No. 2014-09. The Company is currently evaluating the effect of this new standard, including the transition method, to
determine the impact on the Company's consolidated financial position, results of operations, cash flows, or related disclosures.
In October 2016, the FASB issued Accounting
Standards Update No. 2016-16, Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The standard
is intended to address diversity in practice and complexity in financial reporting, particularly for intra-entity transfers of
intellectual property. ASU 2016-16 will be effective for the Company beginning with the interim periods of fiscal 2018 and requires
the modified retrospective method of adoption. Early adoption is permitted. The Company is in the process of determining timing
of adoption and assessing the impact of ASU 2016-16 on its consolidated financial statements.
In November 2016, the FASB issued ASU No.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU No. 2016-18”). ASU No. 2016-18 requires that a
statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted
cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. ASU No. 2016-18 is effective
for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company elected
to early adopt ASU No. 2016-18 for the reporting period ending December 31, 2016 and was applied retrospectively. As a result of
adoption of ASU No. 2016-18, the Company no longer presents the changes within restricted cash in the consolidated statements of
cash flows.
In January 2017, the FASB issued Accounting
Standards Board Update No. 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU
2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating
whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective
for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with prospective application with
impacts on the Company’s consolidated financial statements that may vary depending on each specific acquisition. Early adoption
is conditionally permitted.
As of March 31, 2017, except for the above,
there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial
statements.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 3. PREPAYMENTS & DEFERRED EXPENSES
Our travel suppliers require prepayments
for reserving tour availabilities. The prepayment is record in prepayments and deferred expenses on the consolidated balance sheets.
Deferred expenses include prepaid insurance, advertising fee. The Company prepayments and deferred expenses for reserving tour
availabilities were $9,234,410 and $9,318,623 for the years ended December 31, 2016 and 2015, respectively.
NOTE 4. OTHER RECEIVABLE
At December 31, 2016 and 2015, other receivable consists of
the following:
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Tax on Value Added (TVA)
|
|
$
|
245,621
|
|
|
$
|
162,050
|
|
Income tax receivable
|
|
|
376,611
|
|
|
|
-
|
|
Others
|
|
|
106,655
|
|
|
|
-
|
|
Total other receivable
|
|
$
|
728,887
|
|
|
$
|
162,050
|
|
NOTE 5. LONG TERM DEPOSITS
Long term deposits are the deposits made
by the Company held at third institutions for operation purposes. As of December 2016, the Company has $1,055,307 air ticket security
deposit with CAGEP SARL, who is a member of the International Air Transport Association (IATA), CAGEP has the license to sale the
air ticket to Sinorama Voyages. As of December 31, 2016 and 2015, the Company has $738,555 and $626,129 security deposits with
JP Morgan Chase, which is the security deposit for credit card usage without any interest. As of December 31, 2016 and 2015, the
Company has $Nil and $272,113 bank deposit with Bank of China Paris Branch as travel company bankruptcy guarantee, without any
interest. As of December 31, 2016 and 2015, the Company has $167,580 and $54,188 deposit with OPC (Office of Consumer Protection)
as travel company bankruptcy guarantee, without any interest.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 6. PROPERTY AND EQUIPMENT
At December 31, 2016 and 2015, property and equipment, at cost,
consist of:
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Computer equipment
|
|
$
|
19,419
|
|
|
$
|
16,391
|
|
Furniture & Fixture
|
|
|
5,688
|
|
|
|
5,518
|
|
Office equipment
|
|
|
80,059
|
|
|
|
77,662
|
|
Leasehold Improvement
|
|
|
362,880
|
|
|
|
240,026
|
|
Total property and equipment at cost
|
|
|
468,046
|
|
|
|
339,597
|
|
Accumulated depreciation
|
|
|
232,873
|
|
|
|
189,922
|
|
Total property and equipment, net
|
|
$
|
235,173
|
|
|
$
|
149,675
|
|
Depreciation expense was $37,820 and $37,171 for the years ended
December 31, 2016 and 2015, respectively.
NOTE 7. CUSTOMER DEPOSITS
Customer deposits are the deposits made
by all customers for reservation or the full payment must be paid by either check, debit card, credit card or cash before it can
be confirmed. Customers must settle the total of all sums (due three months before departure). Otherwise, The Company reserves
the right to cancel the reservation and retain the full amount of the initial deposit. Cancellation of a reservation can only be
made through the Company as the following conditions will apply: more than 90 days prior to the departure date: 50% refund of the
balance per-person, including taxes and service charge. If its marked “Final Sale”, which is non-refundable, nor changeable,
nor transferable, whenever the purchase is made. Customer deposits are recognized as revenue on departure date, when services are
provided to the customers. Customer deposits from all customers were $22,772,259 and $13,353,708 at December 31, 2016 and 2015,
respectively, and were recorded as a current liability in the consolidated balance sheets.
NOTE 8. NON-CONTROLLING INTERESTS
Vacances Sinorama Inc. and Sinorama Voyages
are the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling
interest recognized.
33.33% of Vacances Sinorama interest held
by QIAN Hong is subjecting to non-controlling interest (“NCIs”), which was stated under ASC810-10-45, the ownership
interest in the subsidiary that are held by owners other than the parent is a non-controlling interest. 66.67% of Vacances Sinorama
interest held by Simon Qian Voyages Inc.
39% of Sinorama Voyages interest held by
YANG Ming, 10% of Sinorama Voyages interest held by ZHAO Hongxi is subjecting to non-controlling interest, which was stated under
ASC810-10-45, the ownership interest in the subsidiary that are held by owners other than the parent is a non-controlling interest.
51% of Sinorama Voyages interest held by Sinorama Tours.
According to ASC 810-10-50 requirements,
the group have separately disclosed amounts attributable to shareholders’ equity and NCIs in the financial statements. As
of December 31, 2016, the comprehensive income attributable to shareholders’ equity and NCIs is $(2,600,957) and $ (1,656,019),
respectively. As of December 31, 2015, the comprehensive income attributable to shareholders’ equity and NCIs is $96,440
and $(364,243), respectively.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 9. INCOME TAX
The Company accounts for income taxes in
accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the
differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates
in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in
net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is
more likely than not that some or all of any deferred tax assets will not be realized.
United States
Sinorama Corporation is subject to the
United States of America Tax law at tax rate of 34%. No provision for the US federal income taxes has been made as the Company
had no US taxable income for the periods presented, and its earnings are permanently invested in Canada and Paris.
Samoa
Sinorama Tours Co., Ltd was incorporated
in the Samoa and, under the current laws of the Samoa, it is not subject to income tax.
Canada
Simon Qian Voyages Inc. and Vacances Sinorama
Inc. were incorporated in Canada and is subject to Canada income tax. Simon Qian Voyages Inc. and Vacances Sinorama Inc. are
subject to Canada taxation on its activities conducted in Canada and income arising in or derived from Canada. The applicable
statutory tax rate is from 18.5% to 49.8%.
France
Sinorama Voyages was incorporated in France
and is subject to France profit tax. Sinorama Voyages are subject to France taxation on its activities conducted in France and
income arising in or derived from France. The applicable statutory tax is 33.33 %.
The provision (benefit) for income taxes
consists of the following for the years ended December 31, 2016 and 2015:
Current:
|
|
2016
|
|
|
2015
|
|
United States
|
|
$
|
-
|
|
|
$
|
-
|
|
Canada
|
|
|
(71,744
|
)
|
|
|
16,132
|
|
France
|
|
|
14,790
|
|
|
|
20,493
|
|
Total current provision
|
|
|
(56,954
|
)
|
|
|
36,625
|
|
Deferred:
|
|
2016
|
|
|
2015
|
|
United States
|
|
$
|
-
|
|
|
$
|
-
|
|
Canada
|
|
|
-
|
|
|
|
123,313
|
|
France
|
|
|
-
|
|
|
|
(116,178
|
)
|
Total deferred provision
|
|
|
-
|
|
|
|
7,135
|
|
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 9. INCOME TAX (Continued)
The reconciliation of the income tax provision
(benefit) to the amount computed by applying the statutory income tax rates to income before income taxes is as follows:
|
|
2016
|
|
|
2015
|
|
Income tax provision (benefit) at the statutory tax rates
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
(104,323
|
)
|
|
$
|
-
|
|
Canada
|
|
|
(450,122
|
)
|
|
|
16,132
|
|
France
|
|
|
(744,615
|
)
|
|
|
20,493
|
|
|
|
|
(1,299,060
|
)
|
|
|
36,625
|
|
Valuation allowance on U.S. net operating loss carryforwards
|
|
|
1,242,106
|
|
|
|
-
|
|
Total income tax provision (benefit)
|
|
$
|
(56,954
|
)
|
|
$
|
36,625
|
|
Based upon an assessment of the level of
taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible or can
be utilized, the Company provided valuation allowance of $1,242,106 as of December 31, 2016.
The Company evaluates its valuation
allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering
whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s
judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected
in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately
depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under
applicable tax law.
At December 31, 2016, the company had net
operating loss carryforwards of approximately $4,563,396 which expires in 2036.
NOTE 10. RELATED PARTY TRANSACTIONS
Amount due from related parties
Amount due from related parties consisted of the following as
of the periods indicated:
|
|
December 31,
|
|
Name of related parties
|
|
2016
|
|
|
2015
|
|
Sinorama Reisen GmbH
|
|
$
|
1,469,472
|
|
|
$
|
600,502
|
|
Sinorama Holiday Inc.
|
|
|
1,154,894
|
|
|
|
-
|
|
Sinorama Group LLC
|
|
|
1,453
|
|
|
|
807
|
|
Sinorama Holiday Limited
|
|
|
935,418
|
|
|
|
-
|
|
ZHAO Hongxi
|
|
|
-
|
|
|
|
4,496
|
|
QIAN Hong & JING Wenjia
|
|
|
-
|
|
|
|
42,344
|
|
YANG Ming
|
|
|
-
|
|
|
|
6,004
|
|
Others
|
|
|
2,621
|
|
|
|
1,700
|
|
Total
|
|
$
|
3,563,858
|
|
|
$
|
655,853
|
|
As of December 31, 2016 and 2015, the Company
has a balance due from Sinorama Reisen GmbH, which is 65% owned by the Chief Executive Officer (JING Wenjia) of the Company, of
$1,469,472 and $600,502, respectively. The amount is the prepayment for the supplier in China, in order to reserving tour availabilities.
The prepayment was non-interest bearing, payable on demand.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 10. RELATED PARTY TRANSACTIONS (Continued)
As of December 31, 2016 and 2015, the Company
has a balance due from Sinorama Group LLC., which is 100% owned by the Chairman (QIAN Hong) of the Company, of $1,453 and $807,
respectively.
As of December 31, 2016 and 2015, the Company
has a balance due from Sinorama Holiday Inc., which is 40% owned by the Chairman (QIAN Hong) of the Company, 20% owned by the Chief
Executive Officer (JING Wenjia) of the Company, of $1,154,894 and Nil, respectively. It was for purchasing travel product from
Sinorama Vacances, it was non-interest bearing and due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due from Sinorama Holiday Limited, which is 51% owned by the Chairman (QIAN Hong) of the Company, of $935,418 and
Nil, respectively. It was for purchasing travel product from Sinorama Vacances, it was non-interest bearing and due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due from ZHAO Hongxi, who is the Director of the Company, of $Nil and $4,496. The amount was a temporary borrowing,
it was non-interest bearing and due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due from QIAN Hong, who is the Chairman of the Company, and JING Wenjia, who is the Chief Executive Officer of the
Company, of $Nil and $42,344. It was temporary borrowings between the Company to managements, it was non-interest bearing and due
on demand.
As of December 31, 2016 and 2015, the Company
has a balance due from YANG Ming, who is a shareholder of the Company, of $Nil and $6,004. It was temporary borrowings, without
interest bearing and due on demand.
Amount due to related parties
Amount due to related parties consisted of the following as
of the periods indicated:
|
|
December 31,
|
|
Name of related parties
|
|
2016
|
|
|
2015
|
|
Sinorama Holiday Limited
|
|
$
|
-
|
|
|
$
|
33,050
|
|
Sinorama Travel Vancouver Inc.
|
|
|
1,423,231
|
|
|
|
5,993,970
|
|
Simon Qian& Jing Wenjia
|
|
|
9,650
|
|
|
|
-
|
|
Sinorama Tours Co, Ltd
|
|
|
2,552
|
|
|
|
-
|
|
Sinorama Holiday Inc.
|
|
|
-
|
|
|
|
734,488
|
|
|
|
$
|
1,435,433
|
|
|
$
|
6,761,508
|
|
As of December 31, 2016 and 2015, the Company
has a balance due to Sinorama Holiday Limited, of $Nil and $33,050, respectively. The amount was prepayment for securing tour availabilities
to the supplier in China, without interest charge and it was due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Chairman (QIAN Hong) of the Company, of $1,423,231
and $5,993,970, respectively. Such payments were required by suppliers in China to be made in advance, in order to booking tour
availabilities. The amount was non-interest bearing and was due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due to Simon Qian& Jing Wenjia, Simon Qian who is the Chairman of the Company owns 51% ownership of the Company,
and JING Wenjia, who is the Chief Executive Officer of the Company. The Company has a balance due to Simon Qian & Jing Wenjia
of $9,650 and $Nil, respectively. It was temporary borrowings between the Company and management. It was non-interest bearing and
due on demand.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 10. RELATED PARTY TRANSACTIONS (Continued)
As of December 31, 2016 and 2015, the Company
has a balance due to Sinorama Tours Co, Ltd., which is 100% owned by Sinorama Corporation, of $2,552 and $Nil, respectively. It
was temporary borrowings between the Company to managements, it was non-interest bearing and due on demand.
As of December 31, 2016 and 2015, the Company
has a balance due to Sinorama Holiday Inc., which is 40% owned by the Chairman (QIAN Hong) of the Company and 20% owned by the
Chief Executive Officer (JING Wenjia) of the Company, of $Nil and $734,488, respectively. It was the prepayments to vendors in
China for tour reservations. The amount was due on demand and without interest.
Related parties’ transactions
Sales of travel product to related parties
consisted of the following for the periods indicated:
|
|
For the Year ended December 31,
|
|
Name of related parties
|
|
2016
|
|
|
2015
|
|
Sinorama Reisen GmbH
|
|
$
|
378
|
|
|
$
|
-
|
|
Sinorama Holiday Limited
|
|
|
3,767,725
|
|
|
|
1,004,561
|
|
Sinorama Holiday Inc.
|
|
|
11,940,769
|
|
|
|
21,457
|
|
Sinorama Travel Vancouver Inc.
|
|
|
5,573
|
|
|
|
-
|
|
Total
|
|
$
|
15,714,445
|
|
|
$
|
1,026,018
|
|
NOTE 11. CONTINGENCIES AND COMMITMENT
Certain conditions may exist as of the
date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved
when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought. There was no contingency of this type as of December 31, 2016 and 2015.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no
contingency of this type as of December 31, 2016 and 2015.
Loss contingencies considered to be remote
by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
In June, 2016 Vacances Sinorama leases
office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately
$61,669 in lease deposits, lease expense payments of approximately $18,120 per month. Under terms of the lease agreement, from
June, 2017, Vacances Sinorama is committed to lease expense payments of approximately per month for120 months as following:
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 11. CONTINGENCIES AND COMMITMENT (Continued)
Period
|
|
Per month
|
|
Jun-16
|
|
May-17
|
|
rent-free
|
|
Jun-17
|
|
May-20
|
|
|
18,120
|
|
Jun-20
|
|
May-21
|
|
|
19,932
|
|
Jun-21
|
|
May-22
|
|
|
21,925
|
|
Jun-22
|
|
May-23
|
|
|
24,118
|
|
Jun-23
|
|
May-24
|
|
|
25,324
|
|
Jun-24
|
|
May-25
|
|
|
26,590
|
|
Jun-25
|
|
May-26
|
|
|
27,919
|
|
Jun-26
|
|
May-27
|
|
|
29,315
|
|
This office is used for information technology
department, Electronic Commerce department and market department etc.
Vacances Sinorama leases office space under
non-cancellable operating lease agreements that expire on various dates through 2016. Under the terms of the lease, Vacances Sinorama
paid approximately $22,061 in lease deposits and is committed to lease and management fee payments of approximately $12,080 per
month for 60 months. This office is used for air ticket department, Asia tour department and others department.
In March 2016, entered into renew lease
agreement which replaced its expired operating lease agreements. Under terms of the lease, Vacances Sinorama is committed to lease
and management fee payments of approximately $15,515 per month for 60 months.
In July 2015, Vacances Sinorama entered
into a new lease agreement for bus tour department office. Under terms of the lease, Vacances Sinorama paid approximately $15,194
in lease deposits is committed to lease and management fee payments of approximately $5,134 per month for 60 months. This office
is used for Bus tour department.
In February, 2015 Sinorama Voyages leases
office space under non-cancellable operating lease agreements. Under the terms of the lease, Sinorama Voyages paid approximately
$13,894 in lease deposits, lease expense payments of approximately $4,869 per month. Under terms of the lease agreement, from February,
2016, Sinorama Voyages is committed to lease expense payments of approximately $4,857 per month for 96 months.
Future annual minimum lease payments, for
non-cancellable operating leases are as follows:
Year ending December 31
|
|
Amount $
|
|
2017
|
|
|
405,883
|
|
2018
|
|
|
496,483
|
|
2019
|
|
|
496,483
|
|
2020
|
|
|
496,483
|
|
2021
|
|
|
505,543
|
|
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016
AND 2015
(EXPRESSED IN US DOLLARS)
NOTE 12. BASIC AND DILUTED EARNINGS PER SHARE
Basic net income per share is computed
using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using
the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential
common shares comprise shares issuable upon the exercise of share based awards, using the treasury stock method. The reconciliation
of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations
is shown as follows:
|
|
The Year Ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
(2,734,665
|
)
|
|
$
|
33,903
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Basic and diluted weighted-average number of shares outstanding
|
|
|
11,786,889
|
|
|
|
9,838,889
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.23
|
)
|
|
$
|
0.00
|
|
NOTE 13. SUBSEQUENT EVENT
The Management of the Company determined
that there were no other reportable subsequent events to be disclosed.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SINORAMA CORPORATION
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
6,160,018
|
|
|
$
|
6,181,785
|
|
Restricted cash
|
|
|
1,739,682
|
|
|
|
2,371,212
|
|
Short term investment
|
|
|
209,926
|
|
|
|
210,148
|
|
Accounts receivable
|
|
|
69,282
|
|
|
|
233,361
|
|
Amount due from related parties
|
|
|
3,527,371
|
|
|
|
3,563,858
|
|
Prepayments & deferred expenses
|
|
|
21,367,297
|
|
|
|
9,234,410
|
|
Other receivable
|
|
|
866,539
|
|
|
|
728,887
|
|
Total current assets
|
|
|
33,940,115
|
|
|
|
22,523,661
|
|
|
|
|
|
|
|
|
|
|
Long term deposits
|
|
|
2,091,226
|
|
|
|
2,065,019
|
|
Property and equipment, net
|
|
|
245,126
|
|
|
|
235,173
|
|
Total assets
|
|
$
|
36,276,467
|
|
|
$
|
24,823,853
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
4,002,540
|
|
|
$
|
3,373,444
|
|
Customer deposits
|
|
|
36,021,494
|
|
|
|
22,772,259
|
|
Payroll payable
|
|
|
90,683
|
|
|
|
123,644
|
|
Amount due to related party
|
|
|
890,246
|
|
|
|
1,435,433
|
|
Other payable
|
|
|
270,000
|
|
|
|
-
|
|
Total current liabilities
|
|
|
41,274,963
|
|
|
|
27,704,780
|
|
Total liabilities
|
|
$
|
41, 274,963
|
|
|
$
|
27,704,780
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ deficit
|
|
|
|
|
|
|
|
|
Common stock; $0.001 par value, 100,000,000 shares authorized; 14,700,000 and 14,700,000 and issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
|
|
14,700
|
|
|
|
14,700
|
|
Additional paid-in capital
|
|
|
4,483,102
|
|
|
|
4,483,102
|
|
Accumulated deficits
|
|
|
(6,200,712
|
)
|
|
|
(4,750,659
|
)
|
Accumulated other comprehensive income
|
|
|
423,593
|
|
|
|
387,917
|
|
Total shareholders’ equity(deficit) of the Company
|
|
|
(1,279,317
|
)
|
|
|
135,060
|
|
Non-controlling interest
|
|
|
(3,719,179
|
)
|
|
|
(3,015,987
|
)
|
Total shareholders’ deficit
|
|
|
(4,998,496
|
)
|
|
|
(2,880,927
|
)
|
Total liabilities and shareholders’ deficit
|
|
$
|
36,276,467
|
|
|
$
|
24,823,853
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(EXPRESSED IN US DOLLARS)
|
|
Three Months Ended
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Asian Tours
|
|
$
|
10,167,468
|
|
|
$
|
7,552,503
|
|
Bus Tours
|
|
|
701,851
|
|
|
|
486,762
|
|
Third party product sales
|
|
|
2,207,285
|
|
|
|
1,773,163
|
|
Total revenue
|
|
|
13,076,604
|
|
|
|
9,812,428
|
|
Cost of Sales
|
|
|
11,849,922
|
|
|
|
9,131,976
|
|
Gross Profit
|
|
|
1,226,682
|
|
|
|
680,452
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
1,087,412
|
|
|
|
853,068
|
|
Advertising and promotion
|
|
|
1,557,308
|
|
|
|
1,103,557
|
|
Rent and occupancy charges
|
|
|
39,207
|
|
|
|
71,544
|
|
Office and general
|
|
|
111,966
|
|
|
|
72,820
|
|
Bank charge and interest
|
|
|
499,158
|
|
|
|
249,473
|
|
Professional fees
|
|
|
43,030
|
|
|
|
32,235
|
|
Depreciation of property and equipment
|
|
|
13,558
|
|
|
|
-
|
|
Insurance
|
|
|
8,445
|
|
|
|
2,260
|
|
Other expense
|
|
|
3,024
|
|
|
|
3,206
|
|
Total operating costs and expenses
|
|
|
3,363,108
|
|
|
|
2,388,163
|
|
Losses from operations before other income and income taxes
|
|
|
(2,136,426
|
)
|
|
|
(1,707,711
|
)
|
Other income(expense)
|
|
|
(52,021
|
)
|
|
|
8,600
|
|
Losses from operations before income taxes
|
|
|
(2,188,447
|
)
|
|
|
(1,699,111
|
)
|
Income tax
|
|
|
-
|
|
|
|
21,905
|
|
Net loss
|
|
|
(2,188,447
|
)
|
|
|
(1,721,016
|
)
|
Less: net loss attributable to non-controlling interests
|
|
|
(738,394
|
)
|
|
|
(609,898
|
)
|
Net loss attributable to the Company
|
|
$
|
(1,450,053
|
)
|
|
$
|
(1,111,118
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment attributable to non-controlling interests
|
|
|
(35,202
|
)
|
|
|
76,566
|
|
Foreign currency translation adjustment attributable to the Company
|
|
|
(35,676
|
)
|
|
|
79,340
|
|
Comprehensive loss
|
|
$
|
(2,117,569
|
)
|
|
$
|
(1,876,922
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
|
|
(703,192
|
)
|
|
|
(686,464
|
)
|
Comprehensive income(loss) attributable to the Company
|
|
$
|
(1,414,377
|
)
|
|
$
|
(1,190,458
|
)
|
Basic and diluted earnings per share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
Weighted average number of shares outstanding
|
|
|
14,700,000
|
|
|
|
11,000,000
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
|
|
Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,188,447
|
)
|
|
$
|
(1,721,016
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
13,558
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
167,078
|
|
|
|
49,974
|
|
Prepayments & deferred expenses
|
|
|
(12,052,888
|
)
|
|
|
(9,250,656
|
)
|
Other receivable
|
|
|
(130,456
|
)
|
|
|
(268,206
|
)
|
Due from related parties
|
|
|
100,992
|
|
|
|
(728,906
|
)
|
Accounts payable and accrued liabilities
|
|
|
535,719
|
|
|
|
1,558,564
|
|
Customer deposits
|
|
|
13,062,604
|
|
|
|
7,244,852
|
|
Payroll Payable
|
|
|
(34,431
|
)
|
|
|
(24,136
|
)
|
Income taxes payable
|
|
|
-
|
|
|
|
(1
|
)
|
Other payable
|
|
|
270,000
|
|
|
|
-
|
|
Due to related parties
|
|
|
(639,511
|
)
|
|
|
3,141,322
|
|
Net cash provided by (used in) operating activities
|
|
|
(895,782
|
)
|
|
|
1,791
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Short term investment
|
|
|
2,236
|
|
|
|
-
|
|
Purchases of property and equipment
|
|
|
(21,269
|
)
|
|
|
(5,490
|
)
|
Net cash provided by (used in) investing activities
|
|
|
(19,033
|
)
|
|
|
(5,490
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuation on cash and cash equivalents
|
|
|
261,518
|
|
|
|
354,927
|
|
Net increase(decrease) in cash and cash equivalents
|
|
|
(653,297
|
)
|
|
|
351,228
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
8,552,997
|
|
|
|
5,826,130
|
|
Cash and cash equivalents, ending of period
|
|
$
|
7,899,700
|
|
|
$
|
6,177,358
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest
|
|
|
-
|
|
|
|
-
|
|
The accompanying notes are an integral
part of these consolidated financial statements.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
SINORAMA CORPORATION (the “Company”
or “Sinorama”) was incorporated on June 30, 2016, under the laws of the United States and the State of Florida. The
general nature of the business shall be to engage in any and all lawful business permitted under the laws of the United States
and the State of Florida.
The Company’s subsidiaries include
Sinorama Tours Co., Ltd., Simon Qian Voyages, Inc., Vacances Sinorama Inc., and Sinorama Voyages.
SINORAMA TOURS CO., LTD ("Sinorama
Tours"), which is a privately held Limited Liability Company registered in Samoa on June 03, 2015. SINORAMA TOURS was authorized
to issue 1,000,000 shares of a single class each with par value of $1.00 per share to its shareholders. SINORAMA TOURS issued 10,000
shares of a single class each with par value of $1.00 per share to its shareholders.
Simon Qian Voyages Inc. (“Simon Qian
Voyages”) was established on October 12, 2012, under the laws of Canada. Ms. JING Wenjia was 100% holding controlling interest
of Simon Qian Voyages.
Vacances Sinorama Inc. (“Vacances
Sinorama”), which was a privately held, for-profit travel producer and seller, incorporated in Montreal, Quebec, Canada on
December 2004. Vacances Sinorama is a large integrated tour company providing Bus Tours, Asian Tours, Airline Tickets, Hotel Reservations,
Cruises and other solutions to its customers worldwide. Vacances Sinorama facilitates travel commerce with online and offline travel
businesses. Vacances Sinorama is servicing both business to customer (B2C) and business to business (“B2B”) in the
travel commerce marketplace.
Sinorama Voyages (“Sinorama Voyages”)
was a privately held, for-profit travel producer and seller, incorporated in Paris, France on February 2012. Mr. QIAN Hong owned
51% of Sinorama Voyages. Sinorama Voyages is an integrated travel company providing Bus Tours, Asian Tours, Airline Tickets and
other solutions to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and offline travel businesses.
Sinorama Voyages services both business to customer (B2C) and business to business (“B2B”) in the travel commerce marketplace.
Reorganization
On June 30, 2016, the Company engaged in
a corporate reorganization to roll several controlled entities (now referred to as the “subsidiaries”) into one legal
corporation (the “Company”). The specific transactions related to this reorganization are outlined below. During the
years presented in these financial statements, the control of the entities has never changed (always under the control of husband
(Mr. QIAN Hong) and/or wife (Ms. JING Wenjia). Accordingly, the combination has been treated as a corporate restructuring (reorganization)
of entities under common control, and thus the current capital structure has been retroactively presented in prior periods as if
such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on
a combined basis for all periods to which such entities were under common control. Since all of the subsidiaries were under common
control for the entirety of the years ended December 31, 2014 and 2015, the results of these subsidiaries are included in the financial
statements for both periods. Non-controlling interests in the subsidiaries are related parties and thus were not adjusted to fair
value as a result of the reorganization.
The transactions leading up to and including the reorganization
are as follows:
On December 31, 2014, Mr. QIAN Hong was
holding 100% of controlling interest of Vacances Sinorama. Mr. QIAN Hong transferred 66.67% of his controlling interest to Simon
Qian Voyages. Therefore, 66.67% of Vacances Sinorama is owned by Simon Qian Voyages and 33.33% is owned by Mr. QIAN Hong.
On May 09, 2016 QIAN Hong transferred a 51% controlling interest
of Sinorama Voyages to Sinorama Tours Co., Ltd.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Continued)
On June 09, 2016, the sole Shareholder
of Simon Qian Voyages Inc., Ms. JING Wenjia, transferred 100% controlling interest to Sinorama Tours Co., Ltd.
On June 16, 2016, Mr. QIAN Hong transferred
all 2,400 Sinorama Tours Co., Ltd shares to Ms. JING Wenjia, subsequently making Ms. JING Wenjia’s holdings 7,500 Sinorama
Tours Co., Ltd shares.
On June 30, 2016, the Company issued a
total of 11,000,000 shares of its common stock, par value $0.001(the Sinorama Corporation shares) to the shareholders of Sinorama
Tours Co., Ltd (“Sinorama Tours”), a company which was incorporated in Samoa on June 03, 2015, in exchange for 100%
of Sinorama Tours Co., Ltd shares owned by the shareholders. Upon this completion of this transaction, all the shareholders had
exchanged 100% of their shares for the shares of Sinorama, Sinorama Tours become a 100% owned subsidiary of Sinorama.
Sinorama, Sinorama Tours, Simon Qian Voyages, Vacances Sinorama
and Sinorama Voyages are collectively referred as the “Group”.
Basis of presentation
The Company’s consolidated financial
statements are expressed in U.S. dollars and are presented in accordance with the United States generally accepted accounting principles
("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of consolidation
The consolidated financial statements include
the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
Non-controlling interests represent the equity interest in Vacances Sinorama and Sinorama Voyages that are not attributable to
the Company. Non-controlling interest is reported in the consolidated financial position within equity, separately from the Company’s
equity and that net income or loss and comprehensive income or loss are attributable to the Company’s and the non-controlling
interest.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of unaudited consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best
information available at the time the estimates are made; however actual results could differ from those estimates. Significant
items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount
and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that
management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these
estimates.
Reclassification
The comparative figures have been reclassified to conform to
current presentation.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue recognition
The Group’s revenues are primarily
derived from sale of our self-developed products, including Bus Tour Products and Asian Tour Products. The group is also selling
Third Party Products (Airline tickets/hotel, etc.). Revenue is recognized only when the persuasive evidence of an arrangement exists,
the service has been performed, the price is fixed or determinable, and the collectability of the related fee is reasonably assured
in accordance with ASC 605, Revenue Recognition, or ASC 605. Specifically, contracts are signed to establish significant terms
such as the price and specific services to be provided. The Group assesses the creditworthiness of our customers prior to signing
the contracts to ensure collectability is reasonably assured. Non-refundable payments received before all of the relevant criteria
for revenue recognition are satisfied are recorded as customer advances and deposits.
Bus Tour Products Sales
Revenues from Bus Tours are recognized
when customers depart from the trips. Revenues from Bus Tour services are recognized on a gross basis, which represent amounts
charged to and received from customers The Group is the primary obligor in the arrangement and bear the risks and rewards, including
the customers’ acceptance of products and services delivered.
Asian Tour Products Sales
The Company recognize Asian Tour services
revenues and other travel-related services such as visa processing services on the date that tours or the flights departure, provided
that evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the
period, and collection of the resulting receivable is reasonably assured as the full payment needs to be paid before flights departure.
Revenues from Asian Tour services are recognized
on a gross basis, which represent amounts charged to and received from customers. The Group is the primary obligor in the arrangement
and bear the risks and rewards, including the customers’ acceptance of products and services delivered.
Third Party Products Sales
Revenue from sales of the Third-Party Products
reservations is recognized at the time of the booking of the reservation. The Third-Party Products sales are non-refundable. The
Third-Party Products are normally derived from airline tickets, hotel reservations, cruises, insurance and so on. The revenue from
Third Party Products was recognized on a gross basis. The Company conducts a rigorous process in selecting travel products and
services before selling these products to customers and independently determines the prices charged to customers for Third Party
Products Sales. The Company is the primary obligor in the arrangement and is responsible for the ultimate customer acceptance for
all products and services rendered. Such commitment is also made in the contracts entered into with customers. The Company is the
party retained and paid by customers. In situations of customer disputes, where the customer files a complaint or demands a refund,
the Company assumes risks and responsibilities for the delivery of products and is responsible for refunding the customers their
payments.
Cash and cash equivalents
Cash and cash equivalents consist of cash
on hand and bank deposits and other liquid investments, which are unrestricted as to withdrawal and use. All highly liquid investments
with original stated maturity of three months or less are classified as cash equivalents. Cash and cash equivalents approximates
or equals fair value due to their short-term nature. The Group’s cash and cash equivalents consist of cash on hand and cash
in bank, including bank term deposits. As of March 31, 2017, and December 31, 2016, the cash on hand and cash in bank were $5,088,295
and $5,126,409, respectively. As of March 31, 2017, and December 31, 2016, the short-term deposits were $1,071,723 and $1,055,376,
respectively, the interest rate was 0.2% to 0.50%, maturity was three months or less.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Therefore, the total cash and cash equivalents,
as of March 31, 2017 and December 31, 2016, were $6,160,018 and $6,181,785, respectively.
Restricted cash
In accordance with the Quebec Consumer
Protection Act and the Travel Agents Act, the Company is required to deposit into trust certain customer deposits until suppliers
are paid for their services. The company can access the trust account only to administer it as trustee, cannot use funds from this
account for personal or corporate purposes until the supplier is paid. As of March 31, 2017, and December 31, 2016, the restricted
cash in the trust account was $1,739,682 and $2,371,212, respectively.
Short term investments
Short-term investments are comprised of
investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate
and a term to maturity of greater than 3 months but less than 12 months. Such investments are generally not permitted to be redeemed
early or are subject to non-interest for redemption prior to maturity. The Company classifies these investments as held-to-maturity
as it has both the positive intent and ability to hold them until maturity. These investments are classified as short-term investments
based on the maturity date. The short-term investments maturities are exceeding three months. As of March 31, 2017, and December
31, 2016, the short-term investments were $209,926 and $210,148, respectively, the interest rate were between 0.65% to 1.5%, the
maturity was exceeding three months but less than twelve months.
Fair Value Measurement
The Company applies the provisions of ASC
Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also
establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that
would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company
considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants
would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation
techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or
no market activity).
There were no transfers between level 1,
level 2 or level 3 measurements for the three months ended March 31, 2017 and 2016.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Financial assets and liabilities of the
Company primarily comprise of cash and cash equivalents, restricted cash, short term investments, accounts receivable, amount due
from related parties, other receivable, accounts payable, payroll payable, amount due to related party and other payable. As at
March 31, 2017 and December 31, 2016, the carrying values of these financial instruments approximated to their fair values due
to the short-term maturity of these instruments.
Accounts receivable
Accounts receivable are recognized and
carried at original invoiced amount less an allowance for any potential uncollectible amounts. An estimate for doubtful debts is
made when the collection of the full amount is no longer probable. Bad debts are written off as incurred.
The Company maintains allowances for doubtful
accounts for estimated losses resulting from the failure of customers to make payments on time. The Company reviews the accounts
receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating
the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the
customer’s historical payment history, its current credit-worthiness and current economic trends.
The Company had nil bad debts for both the three months ended
March 31, 2017 and for the years ended December 31, 2016.The balance of the allowance for doubtful account were nil as of March
31, 2017 and December 31, 2016.
Property and equipment
Property and equipment are stated at cost.
Computer Equipment, Furniture & Fixtures and Office Equipment are depreciated using the declining balance depreciation method
basis reflective of the useful lives of the assets. Leasehold Improvement are stated at cost and are depreciated using the straight-line
method over the shorter of the estimated useful lives of the asset or the term of the related lease, as follows:
Computer Equipment
|
Declining Balance Method at rate 30% per year
|
Furniture & Fixtures
|
Declining Balance Method at rate 20% per year
|
Office Equipment
|
Declining Balance Method at rate 20% per year
|
Leasehold Improvement
|
10 years
|
Repair and maintenance costs are charged
to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment is
capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and
accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the
consolidated statements of comprehensive loss.
Functional currency and foreign currency translation
As of March 31, 2017, and December 31,
2016, and for three months ended March 31, 2017 and 2016, all foreign subsidiaries use the local currency of their respective countries
as their functional currency, which is the U.S. dollars for Sinorama and Sinorama Tours, and the Canadian dollar (“Canada
dollar”) for Simon Qian Voyages and Vacances Sinorama and the Euro (“€”) for Sinorama Voyages.
The Company’s reporting currency
is U.S. dollars. Assets and liabilities of Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are translated into U.S.
dollars at the exchange rates set forth in the Bank of Canada at the balance sheet dates, revenues and expenses are translated
into U.S. dollars at average exchange rates set forth in the Bank of Canada for the reporting periods, and shareholders' equity
is translated at historical exchange rates. Gains and losses resulting from translation are recorded as a component of accumulated
other comprehensive income (loss).
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Realized gains and losses from foreign
currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations, unrealized
gains and losses from foreign currency transactions are recognized as other income (expense) in the consolidated statements of
operations.
The exchange rates used for foreign currency translation are
as follows:
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
|
|
|
(CAD to USD/EUR to USD)
|
|
|
(CAD to USD/EUR to USD)
|
|
Assets and liabilities
|
|
period end exchange rate
|
|
|
0.7519/1.0715
|
|
|
|
0.7710/1.1392
|
|
Revenue and expenses
|
|
period weighted average
|
|
|
0.7554/1.0660
|
|
|
|
0.7282/1.1026
|
|
Income taxes
The Company adopts FASB ASC Topic 740,
“Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.
In July 2006, the FASB issued FIN 48(ASC
740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income
tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48(ASC
740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent
financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not
threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The application of tax laws and regulations
is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change
as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the
actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities
or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.
The Company income tax expense was $Nil and $21,905 for the
three months ended March 31, 2017 and 2016, respectively.
Earnings per share
The Company computes earnings per share
(“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures
to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding
during the period.
Diluted EPS is similar to basic EPS but
presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options
and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation
of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method
and the potential shares of converted common stock associated with the convertible debt using the if-converted method. Potential
common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded
from the calculation of diluted EPS.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised
of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains or losses
resulting from translating Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages’ functional currency, the Canadian
dollar and Euro dollar to its reporting currency, U.S. dollar.
Segment Information and Geographic Data
The Company reports segment information
based on the “management” approach. The management approach designates the internal reporting used by management for
making decisions and assessing performance as the source of the Company’s reportable operating segments.
The Company manages its business primarily
on a geographic basis. The Company’s reportable operating segments consist of the Vacances Sinorama (Canada), Sinorama Voyages
(France) and Sinorama Corporation (USA). Although each reportable operating segment provides similar travel products and similar
services, they are managed separately to better align with the location of the Company’s customers and distribution partners
and the unique market dynamics of each geographic region. The accounting policies of the various segments are the same as those
described in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements
in this report.
The Company evaluates the performance of
its reportable operating segments based on net sales and operating income. Net sales for geographic segments are generally based
on the location of customers and sales through the Company’s office located in those geographic locations. Operating income
for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the
segment. Advertising expenses and salaries and employee benefits are generally included in the geographic segment in which the
expenditures are incurred. Operating income for each segment excludes other income and expense and certain expenses managed outside
the reportable operating segments. Costs excluded from segment operating income include income taxes and foreign currency translation
adjustment. The Company does not include intercompany transfers between segments for management reporting purposes.
Summarized financial information by segment
is as follows:
|
|
Vacances
Sinorama
(Canada)
|
|
|
Sinorama
Voyages
(France)
|
|
|
Sinorama
Corporation
(USA)
|
|
|
Total
|
|
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
12,030,876
|
|
|
|
1,045,728
|
|
|
|
-
|
|
|
|
13,076,604
|
|
Operating loss
|
|
|
(1,868,211
|
)
|
|
|
(250,648
|
)
|
|
|
(69,588
|
)
|
|
|
(2,188,447
|
)
|
Total assets
|
|
|
30,103,061
|
|
|
|
5,394,766
|
|
|
|
778,640
|
|
|
|
36,276,467
|
|
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
6,923,946
|
|
|
|
2,888,482
|
|
|
|
-
|
|
|
|
9,812,428
|
|
Operating loss
|
|
|
(1,467,561
|
)
|
|
|
(231,550
|
)
|
|
|
-
|
|
|
|
(1,699,111
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
17,716,759
|
|
|
|
3,646,925
|
|
|
|
3,460,169
|
|
|
|
24,823,853
|
|
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
A reconciliation of the Company’s
segment operating loss to the Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016:
|
|
Three Months Ended March 31,
|
|
|
|
2017
(Unaudited)
|
|
|
2016
(Unaudited)
|
|
Segment operating loss
|
|
$
|
(2,188,447
|
)
|
|
$
|
(1,699,111
|
)
|
Income tax expense
|
|
|
-
|
|
|
|
(21,905
|
)
|
Foreign currency translation adjustment
|
|
|
70,878
|
|
|
|
(155,906
|
)
|
Total operating loss
|
|
$
|
(2,117,569
|
)
|
|
$
|
(1,876,922
|
)
|
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, short term investments,
accounts receivable, prepayments and other receivables arising from its normal business activities. The carrying amounts of these
financial instruments represent the maximum amount of loss due to credit risk. The deposits placed with financial institutions
are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the
Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit
quality and continually monitors the credit worthiness of these financial institutions. The Company places its cash in what it
believes to be credit-worthy financial institutions. The Company has a diversified customer base. The majority of sales are cash
receipt in advance. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes
that its accounts receivable credit risk exposure beyond such allowance is limited.
Recently accounting pronouncements
In August 2014, the FASB issued an accounting
standard update that requires management to perform interim and annual assessments of an entity’s ability to continue as
a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how
to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise
to substantial doubt about an entity’s ability to continue as a going concern. This accounting standard update applies to
all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter, with early adoption permitted. This accounting standard update will be effective for the Company on January 1, 2017.
The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated results
of operations, financial position or cash flows.
In April 2015, the FASB issued ASU 2015-03,
Interest- Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in
the balance sheet as a direct deduction from the carrying amount of that debt liability. The new standard is effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. This accounting
standard update will be effective for the Company on January 1, 2017. The adoption of this standard is not expected to have a material
impact on the Company’s consolidated statement of financial position.
In January 2016, the FASB issued ASU 2016-01
Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 amends
the guidance in US GAAP on classification, measurement and disclosure of financial instruments. It revises an entity’s accounting
related to: 1) classification and measurement of investments in equity securities; 2) presentation of certain fair value changes
for financial liabilities measured at fair value; and, 3) amends disclosure requirements associated with the fair value of financial
instruments. ASU 2016-01 is effective for years beginning after December 15, 2017 and early adoption is permitted.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The adoption of ASU 2016-01 is not expected to have a material
effect on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02
Leases (Topic 842). ASU 2016-02 establishes new guidance for the recording and disclosure of assets and liabilities that arise
from leasing activity. ASU 2016-02 will require most lessees to record lease assets and lease liabilities that arise from leases
on the statement of financial condition and disclose qualitative and quantitative information related to lease transactions such
as variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for years beginning after December
18, 2018 and early adoption is permitted. The Company is evaluating ASU 2016-02 to determine its impact, if any, on the consolidated
financial statements.
In March 2016, the FASB issued ASU No.
2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net). The amendment in this update affect entities with transactions included within the scope of Topic 606, The scope of that
Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s
ordinary activities) in exchange for consideration. The amendments are intended to improve the operability and understandability
of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, the amendments
in ASU 2016-10 provide more detailed guidance, including additional implementation guidance and examples in the following key areas:
1) identifying performance obligations and 2) licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12 a
proposed Update, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, on September
30, 2015. The amendments do not change the core principles of the standard, but clarify the guidance on assessing collectability,
presenting sales taxes, measuring noncash consideration and certain transition matters. This update becomes effective concurrently
with ASU No. 2014-09. The Company is currently evaluating the effect of this new standard, including the transition method, to
determine the impact on the Company's consolidated financial position, results of operations, cash flows, or related disclosures.
In October 2016, the FASB issued Accounting
Standards Update No. 2016-16, Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The standard
is intended to address diversity in practice and complexity in financial reporting, particularly for intra-entity transfers of
intellectual property. ASU 2016-16 will be effective for the Company beginning with the interim periods of fiscal 2018 and requires
the modified retrospective method of adoption. Early adoption is permitted. The Company is in the process of determining timing
of adoption and assessing the impact of ASU 2016-16 on its consolidated financial statements.
In November 2016, the FASB issued ASU No.
2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU No. 2016-18”). ASU No. 2016-18 requires that a
statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted
cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when
reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. ASU No. 2016-18 is effective
for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company elected
to early adopt ASU No. 2016-18 for the reporting period ending December 31, 2016 and was applied retrospectively. As a result of
adoption of ASU No. 2016-18, the Company no longer presents the changes within restricted cash in the consolidated statements of
cash flows.
In January 2017, the FASB issued Accounting
Standards Board Update No. 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU
2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating
whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective
for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with prospective application with
impacts on the Company’s consolidated financial statements that may vary depending on each specific acquisition. Early adoption
is conditionally permitted.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In March 2017, the FASB issued ASU No.
2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt
Securities. Under current GAAP, entities normally amortize the premium as an adjustment of yield over the contractual life of the
instrument. This guidance shortens the amortization period for certain callable debt securities held at a premium to the earliest
call date. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company’s consolidated financial statements.
As of May 15, 2017, except for the above,
there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial
statements.
NOTE 3. PREPAYMENTS & DEFERRED
EXPENSES
Our travel suppliers require prepayments
for reserving tour availabilities. The prepayment is record in prepayments and deferred expenses on the consolidated balance sheets.
Deferred expenses include prepaid insurance, advertising fee. The Company prepayments and deferred expenses were $21,367,297 and
$9,234,410 as of March 31, 2017 and December 31, 2016, respectively.
|
|
March 31
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
|
Prepayments for tour products
|
|
$
|
21,010,871
|
|
|
$
|
9,183,114
|
|
Prepaid expense
|
|
|
356,426
|
|
|
|
51,296
|
|
Total Prepayments and deferred expenses
|
|
$
|
21,367,297
|
|
|
$
|
9,234,410
|
|
NOTE 4. OTHER RECEIVABLE
At March 31, 2017 and December 31, 2016, other receivable consists
of the following:
|
|
March 31
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
|
Tax on Value Added (TVA)
|
|
$
|
283,666
|
|
|
$
|
245,621
|
|
Income tax receivable
|
|
|
419,432
|
|
|
|
376,611
|
|
Others
|
|
|
163,441
|
|
|
|
106,655
|
|
Total other receivable
|
|
$
|
866,539
|
|
|
$
|
728,887
|
|
NOTE 5. LONG TERM DEPOSITS
Long term deposits are the deposits made
by the Company held at third institutions for operation purposes. As of March 31, 2017 and December 31, 2016, the Company has $1,071,500
and $1,055,307 air ticket security deposit with CAGEP SARL without any interest, who is a member of the International Air Transport
Association (IATA), CAGEP has the license to sell the air ticket to Sinorama Voyages. As of March 31, 2017, and December 31, 2016,
the Company has $745,595 and $738,555 security deposits with JP Morgan Chase, which is the security deposit for credit card usage
without any interest. As of March 31, 2017, and December 31, 2016, the Company has $169,178 and $167,580 deposit with OPC (Office
of Consumer Protection) as travel company bankruptcy guarantee, without any interest.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 6. PROPERTY AND EQUIPMENT
At March 31, 2017 and December 31, 2016, property and equipment,
at cost, consist of:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
|
Computer equipment
|
|
$
|
23,957
|
|
|
$
|
19,419
|
|
Furniture & Fixture
|
|
|
17,184
|
|
|
|
5,688
|
|
Office equipment
|
|
|
83,018
|
|
|
|
80,059
|
|
Leasehold Improvement
|
|
|
369,585
|
|
|
|
362,880
|
|
Total property and equipment at cost
|
|
|
493,744
|
|
|
|
468,046
|
|
Accumulated depreciation
|
|
|
248,618
|
|
|
|
232,873
|
|
Total property and equipment, net
|
|
$
|
245,126
|
|
|
$
|
235,173
|
|
Depreciation expense were $13,558 and $Nil for the three months
ended March 31, 2017 and 2016, respectively.
NOTE 7. CUSTOMER DEPOSITS
Customer deposits are the deposits made
by all customers for reservation or the full payment must be paid by either check, debit card, credit card or cash before it can
be confirmed. Customers must settle the total of all sums (due three months before departure). Otherwise, The Company reserves
the right to cancel the reservation and retain the full amount of the initial deposit. Cancellation of a reservation can only be
made through the Company as the following conditions will apply: more than 90 days prior to the departure date: 50% refund of the
balance per-person, including taxes and service charge. If its marked “Final Sale”, which is non-refundable, nor changeable,
nor transferable, whenever the purchase is made. Customer deposits are recognized as revenue on departure date, when services are
provided to the customers. Customer deposits from all customers were $36,021,494 and $22,772,259 as of March 31, 2017 and December
31, 2016, respectively, and were recorded as a current liability in the consolidated balance sheets.
NOTE 8. NON-CONTROLLING INTERESTS
Vacances Sinorama Inc. and Sinorama Voyages
are the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling
interest recognized.
33.33% of Vacances Sinorama interest held
by QIAN Hong is subjecting to non-controlling interest (“NCIs”), which was stated under ASC810-10-45, the ownership
interest in the subsidiary that are held by owners other than the parent is a non-controlling interest. 66.67% of Vacances Sinorama
interest held by Simon Qian Voyages Inc.
39% of Sinorama Voyages interest held by
YANG Ming, 10% of Sinorama Voyages interest held by ZHAO Hongxi is subjecting to non-controlling interest, which was stated under
ASC810-10-45, the ownership interest in the subsidiary that are held by owners other than the parent is a non-controlling interest.
51% of Sinorama Voyages interest held by Sinorama Tours.
According to ASC 810-10-50 requirements,
the group have separately disclosed amounts attributable to shareholders’ equity and NCIs in the financial statements.
As of March 31, 2017, and December 31,
2016, NCI in the consolidated balance sheet was $(3,719,179) and $(3,015,987), respectively. For three months ended March 31, 2017,
the comprehensive income attributable to shareholders’ equity and NCI is $(1,414,377) and $(703,192) respectively.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 9. RELATED PARTY TRANSACTIONS
Amount due from related parties
Amount due from related parties consisted of the following as
of the periods indicated:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Name of related parties
|
|
(Unaudited)
|
|
|
|
|
Sinorama Reisen GmbH
|
|
$
|
1,521,413
|
|
|
$
|
1,469,472
|
|
Sinorama Holiday Inc.
|
|
|
1,179,333
|
|
|
|
1,154,894
|
|
Sinorama Group LLC
|
|
|
1,466
|
|
|
|
1,453
|
|
Sinorama Holiday Limited
|
|
|
824,983
|
|
|
|
935,418
|
|
Others
|
|
|
176
|
|
|
|
2,621
|
|
Total
|
|
$
|
3,527,371
|
|
|
$
|
3,563,858
|
|
As of March 31, 2017, and December 31,
2016, the Company has a balance due from Sinorama Reisen GmbH, which is 65% owned by the Chief Executive Officer (JING Wenjia)
of the Company, of $1,521,413 and $1,469,472, respectively. The amount is the prepayment for the supplier in China, in order to
reserving tour availabilities. The prepayment was non-interest bearing, payable on demand.
As of March 31, 2017, and December 31,
2016, the Company has a balance due from Sinorama Holiday Inc., which is 40% owned by the Chairman (QIAN Hong) of the Company,
20% owned by the Chief Executive Officer (JING Wenjia) of the Company, of $1,179,933 and 1,154,894, respectively. It was for purchasing
travel product from Sinorama Vacances. It was non-interest bearing and due on demand.
As of March 31, 2017, and December 31,
2016, the Company had a balance due from Sinorama Group LLC., which is 100% owned by the Chairman (QIAN Hong) of the Company, of
$1,466 and $1,453, respectively.
As of March 31, 2017, and December 31,
2016, the Company had a balance due from Sinorama Holiday Limited, which is 51% owned by the Chairman (QIAN Hong) of the Company,
of $824,983 and $935,418, respectively. It was for purchasing travel product from Sinorama Vacances, it was non-interest bearing
and due on demand.
Amount due to related parties
Amount due to related parties consisted of the following as
of the periods indicated:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Name of related parties
|
|
(Unaudited)
|
|
|
|
|
Sinorama Travel Vancouver Inc.
|
|
$
|
880,524
|
|
|
$
|
1,423,231
|
|
Simon Qian& Jing Wenjia
|
|
|
9,722
|
|
|
|
9,650
|
|
Others
|
|
|
-
|
|
|
|
2,552
|
|
|
|
$
|
890,246
|
|
|
$
|
1,435,433
|
|
As of March 31, 2017, and December 31,
2016, the Company had a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Chairman (QIAN Hong) of the Company,
of $880,524 and $1,423,231, respectively. Such payments were required by suppliers in China to be made in advance, in order to
booking tour availabilities. The amount was non-interest bearing and was due on demand.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 9. RELATED PARTY TRANSACTIONS
As of March 31, 2017, and December 31,
2016, the Company had a balance due to Simon Qian& Jing Wenjia, Simon Qian who is the Chairman of the Company and JING Wenjia,
who is the Chief Executive Officer of the Company. The Company had a balance due to Simon Qian & Jing Wenjia of $9,722 and
$9,650, respectively. It was temporary borrowings between the Company and management. It was non-interest bearing and due on demand.
Related parties’ transactions
Sales of travel product to related parties
consisted of the following for the periods indicated:
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Name of related parties
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Sinorama Reisen GmbH
|
|
$
|
42,062
|
|
|
$
|
-
|
|
Sinorama Holiday Limited
|
|
|
740,063
|
|
|
|
488,750
|
|
Sinorama Holiday Inc.
|
|
|
2,404,056
|
|
|
|
875,443
|
|
Sinorama Travel Vancouver Inc.
|
|
|
293,136
|
|
|
|
-
|
|
Total
|
|
$
|
3,479,317
|
|
|
$
|
1,364,193
|
|
NOTE 10. CONTINGENCIES AND COMMITMENT
Certain conditions may exist as of the
date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved
when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought. There was no contingency of this type as of March 31, 2017 and December 31, 2016.
If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no
contingency of this type as of March 31, 2017 and December 31, 2016.
Loss contingencies considered to be remote
by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 10. CONTINGENCIES AND COMMITMENT
(Continued)
In June, 2016 Vacances Sinorama leases
office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately
$61,669 in lease deposits, lease expense payments of approximately $18,120 per month. Under terms of the lease agreement, from
June, 2017, Vacances Sinorama is committed to lease expense payments of approximately per month for 120 months as follows:
Period
|
|
Per month
|
|
Jun-16
|
|
May-17
|
|
|
rent-free
|
|
Jun-17
|
|
May-20
|
|
|
18,120
|
|
Jun-20
|
|
May-21
|
|
|
19,932
|
|
Jun-21
|
|
May-22
|
|
|
21,925
|
|
Jun-22
|
|
May-23
|
|
|
24,118
|
|
Jun-23
|
|
May-24
|
|
|
25,324
|
|
Jun-24
|
|
May-25
|
|
|
26,590
|
|
Jun-25
|
|
May-26
|
|
|
27,919
|
|
Jun-26
|
|
May-27
|
|
|
29,315
|
|
This office is used for the Information
Technology Department, Electronic Commerce Department and Market Department and other departments.
Vacances Sinorama leases office space under
non-cancellable operating lease agreements that expire on various dates through 2016. Under the terms of the leases, Vacances Sinorama
paid approximately $22,061 in lease deposits and is committed to lease and management fee payments of approximately $12,080 per
month for 60 months. This office is used for the Airline Ticket Department, Asia Tour Department and others departments.
In March 2016, entered into renew lease
agreement which replaced its expired operating lease agreements. Under terms of the lease, Vacances Sinorama is committed to lease
and management fee payments of approximately $15,515 per month for 60 months.
In July 2015, Vacances Sinorama entered
into a new lease agreement for the Bus Tour Department office. Under the terms of the lease, Vacances Sinorama paid approximately
$15,194 in lease deposits, and is committed to lease and management fee payments of approximately $5,134 per month for 60 months. This
office is used for the Bus Tour Department.
In February, 2015, Sinorama Voyages leased
office space under a non-cancellable operating lease agreement. Under the terms of the lease, Sinorama Voyages paid approximately
$13,894 in lease deposits, and lease expense payments of approximately $4,869 per month. Under the terms of the lease agreement,
from February, 2016, Sinorama Voyages was committed to lease expense payments of approximately $4,857 per month for 96 months.
Future annual minimum lease payments, for
non-cancellable operating leases are as follows:
Year ending December 31
|
|
Amount $
|
|
2017
|
|
|
304,412
|
|
2018
|
|
|
496,483
|
|
2019
|
|
|
496,483
|
|
2020
|
|
|
496,483
|
|
2021
|
|
|
505,543
|
|
SINORAMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31,
2017 AND 2016
(EXPRESSED IN US DOLLARS)
NOTE 11. BASIC AND DILUTED EARNINGS PER SHARE
Basic net income per share is computed
using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using
the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential
common shares comprise shares issuable upon the exercise of share based awards, using the treasury stock method. The reconciliation
of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations
is shown as follows:
|
|
Three Months Ended March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
(1,450,053
|
)
|
|
$
|
(1,111,118
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
Basic and diluted weighted-average number of shares outstanding
|
|
|
14,700,000
|
|
|
|
11,000,000
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
NOTE 12. SUBSEQUENT EVENT
The Management of the Company determined
that there were no other reportable subsequent events to be disclosed.
Dealer Prospectus Delivery Obligation
Until 90 days from the effective date
of this Registration Statement, all dealers effecting transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.
You should rely only on the information
contained in this prospectus. We have not authorized any dealer, salesperson or other person to give you different information.
This prospectus does not constitute an offer to sell nor are they seeking an offer to buy the securities referred to in this prospectus
in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus and the documents incorporated
by reference are correct only as of the date shown on the cover page of these documents, regardless of the time of the delivery
of these documents or any sale of the securities referred to in this prospectus.
SINORAMA
CORPORATION
5,900,000
Shares
of
Common Stock
PROSPECTUS
July 28, 2017
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Other Expenses of Issuance and Distribution
The following table sets forth the expenses
in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by
the registrant.
Name of Expense
|
|
Amount
|
|
Securities and Exchange Commission registration fee
|
|
$
|
683.81
|
|
Transfer Agent Fees
|
|
$
|
|
|
Legal, accounting fees and expenses (1)
|
|
$
|
215,000
|
|
Edgar filing, printing and engraving fees (1)
|
|
$
|
|
|
Total (1)
|
|
$
|
215,683.81
|
|
Indemnification of Directors and Officers
Section 607.0850 of the Florida Business
Corporation Act authorizes a corporation to provide indemnification to a director, officer, employee or agent of the corporation
against expenses reasonably incurred in connection with a proceeding to which he or she is a party by reason of the fact that he
or she was or is a director, officer, employee or agent of the corporation, if such party acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to any action
which results in a judgment against the person and in favor of the corporation or with respect to an action in which it is determined
that the person derived an improper personal benefit, the corporation may not indemnify unless a court determines that the person
is fairly and reasonably entitled to the indemnification. Section 607.0850 of the Florida Business Corporation Act further provides
that indemnification shall be provided if the party in question is successful on the merits.
The Bylaws of Sinorama Corporation provide
that the Company may indemnify each person (including the heirs, executors, administrators, or estate of such person) who is or
was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future legislation or
judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys, fees, arising out
of his or her status as a director, officer, agent, employee or representative of the Company.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions
or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against
public policy, and is, therefore, unenforceable.
Recent Sales of Unregistered Securities
The following sets forth information regarding
all unregistered sales of our securities since our inception on June 30, 2016. All of these sales were exempt from registration
under the Securities Act by reason of Section 4(2) of the Securities Act, as transactions by an issuer not involving a public offering,
or were exempt from registration pursuant to Regulation S. The recipients of securities in each of these transactions represented
their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution
of the securities, and appropriate legends were affixed to the share certificates issued in such transactions and there were no
investors who are citizens or residents of the United States. We relied on information from purchasers that they were accredited
investors and/or such investors were provided adequate information and were otherwise determined to be suitable. In
all cases, there was no public solicitation. The issuances of the securities described below were affected without the involvement
of underwriters.
Shareholder
|
|
Shares
Purchased
|
|
|
Consideration
Paid
|
|
|
Date of
Purchase
|
Xing Yanhua
|
|
|
330,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Yang Ming
|
|
|
330,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Wang Bo
|
|
|
220,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Wang Xiwang
|
|
|
110,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Wei He
|
|
|
110,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Zhang Guohua
|
|
|
385,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Zou Gongping
|
|
|
275,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Cheung Wai Kee
|
|
|
110,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
8941408 Canada Inc.
|
|
|
330,000
|
|
|
|
Share Exchange
|
|
|
30/06/2016
|
Yu Miao
|
|
|
20,000
|
|
|
|
20,000
|
|
|
05/10/2016
|
Wang Wen
|
|
|
40,000
|
|
|
|
40,000
|
|
|
11/10/2016
|
Gao Yuan
|
|
|
40,000
|
|
|
|
40,000
|
|
|
05/10/2016
|
Xiao Ting
|
|
|
40,000
|
|
|
|
40,000
|
|
|
11/10/2016
|
Yang Man
|
|
|
20,000
|
|
|
|
20,000
|
|
|
11/10/2016
|
Charest Dave
|
|
|
40,000
|
|
|
|
40,000
|
|
|
11/10/2016
|
Zheng Donghui
|
|
|
20,000
|
|
|
|
20,000
|
|
|
09/10/2016
|
Li Huichun
|
|
|
20,000
|
|
|
|
20,000
|
|
|
09/10/2016
|
Chang Ching-Yun
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Sun Peng
|
|
|
20,000
|
|
|
|
20,000
|
|
|
11/10/2016
|
Zhang Jing
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Zou Wuchang
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Deng Min
|
|
|
20,000
|
|
|
|
20,000
|
|
|
11/10/2016
|
Zou You
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Guo Shu
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Lu Chang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Chen Xiaoming
|
|
|
20,000
|
|
|
|
20,000
|
|
|
17/10/2016
|
Gong Jiangang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Lai Xiao
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Cheng Gang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Wang Mingjun
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Jiang Huihui
|
|
|
20,000
|
|
|
|
20,000
|
|
|
17/10/2016
|
Li Yuanying
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Li Li
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Li Ping
|
|
|
40,000
|
|
|
|
40,000
|
|
|
14/10/2016
|
Li Shani
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Liu Lin
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Zhou Li
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Zhu Chunying
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Zheng Dongquan
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Xu Min
|
|
|
20,000
|
|
|
|
20,000
|
|
|
13/10/2016
|
Hu Bo
|
|
|
40,000
|
|
|
|
40,000
|
|
|
14/10/2016
|
Yin Ting
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Jia Yupeng
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Qin Jianhua
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Fan Jiexin
|
|
|
200,000
|
|
|
|
200,000
|
|
|
12/10/2016
|
Cai Jianping
|
|
|
100,000
|
|
|
|
100,000
|
|
|
12/10/2016
|
Xiao Lan Hua
|
|
|
100,000
|
|
|
|
100,000
|
|
|
12/10/2016
|
Li Jing
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Mao Wenkai
|
|
|
20,000
|
|
|
|
20,000
|
|
|
11/10/2016
|
Wu Baoping
|
|
|
20,000
|
|
|
|
20,000
|
|
|
11/10/2016
|
Liu Zhi Yong
|
|
|
20,000
|
|
|
|
20,000
|
|
|
13/10/2016
|
Lin Hailong
|
|
|
20,000
|
|
|
|
20,000
|
|
|
20/10/2016
|
Lin Nan
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Li Liguang
|
|
|
100,000
|
|
|
|
100,000
|
|
|
16/10/2016
|
Lin Chen
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Qian Fang
|
|
|
10,000
|
|
|
|
10,000
|
|
|
16/10/2016
|
Wang Shuai
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Hu Yajuan
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Hu Guangxin
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Li Jing
|
|
|
60,000
|
|
|
|
60,000
|
|
|
16/10/2016
|
Liu Bin
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Chen Jianzhong
|
|
|
20,000
|
|
|
|
20,000
|
|
|
07/10/2016
|
Han Zhen
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Wu Min
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Wu Jiachun
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Gao Lei
|
|
|
60,000
|
|
|
|
60,000
|
|
|
16/10/2016
|
Shao Mingye
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Wu Weiling
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Gao Yu
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Zhou Juan
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Wu Hongxuan
|
|
|
40,000
|
|
|
|
40,000
|
|
|
16/10/2016
|
Zhang Nai Ru
|
|
|
100,000
|
|
|
|
100,000
|
|
|
12/10/2016
|
Cai Xiujuan
|
|
|
100,000
|
|
|
|
100,000
|
|
|
12/10/2016
|
Zhang Jin
|
|
|
10,000
|
|
|
|
10,000
|
|
|
12/10/2016
|
Cao Zhong
|
|
|
10,000
|
|
|
|
10,000
|
|
|
12/10/2016
|
Laforest Daniel
|
|
|
40,000
|
|
|
|
40,000
|
|
|
11/10/2016
|
Pan Lei
|
|
|
20,000
|
|
|
|
20,000
|
|
|
31/10/2016
|
Liu Xiaojuan
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Wen Gailing
|
|
|
100,000
|
|
|
|
100,000
|
|
|
09/11/2016
|
Lei Hao
|
|
|
150,000
|
|
|
|
150,000
|
|
|
12/10/2016
|
Su Jing
|
|
|
100,000
|
|
|
|
100,000
|
|
|
14/10/2016
|
Cui Hang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Li Ang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Zhang Wei
|
|
|
40,000
|
|
|
|
40,000
|
|
|
19/10/2016
|
Zhou Sufen
|
|
|
40,000
|
|
|
|
40,000
|
|
|
21/10/2016
|
Yang Baixian
|
|
|
40,000
|
|
|
|
40,000
|
|
|
21/10/2016
|
Li Hong
|
|
|
40,000
|
|
|
|
40,000
|
|
|
28/10/2016
|
Zhang Ye
|
|
|
20,000
|
|
|
|
20,000
|
|
|
21/10/2016
|
Wei Jianrong
|
|
|
20,000
|
|
|
|
20,000
|
|
|
01/11/2016
|
Yue Yin
|
|
|
20,000
|
|
|
|
20,000
|
|
|
19/10/2016
|
Zhang Shuxuan
|
|
|
20,000
|
|
|
|
20,000
|
|
|
14/10/2016
|
Zhu Junqiang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
16/10/2016
|
Zhang Zhenyi
|
|
|
40,000
|
|
|
|
40,000
|
|
|
15/10/2016
|
Yu Hai
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Guo Hua
|
|
|
10,000
|
|
|
|
10,000
|
|
|
17/10/2016
|
Song Xiao
|
|
|
20,000
|
|
|
|
20,000
|
|
|
17/10/2016
|
Zhang Hui
|
|
|
20,000
|
|
|
|
20,000
|
|
|
07/11/2016
|
Li Jing
|
|
|
40,000
|
|
|
|
40,000
|
|
|
12/10/2016
|
Li Gang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
5/10/2016
|
Wang Lu
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Wang Cailing
|
|
|
10,000
|
|
|
|
10,000
|
|
|
14/10/2016
|
Xue Junlian
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Xu Geng
|
|
|
50,000
|
|
|
|
50,000
|
|
|
12/10/2016
|
Gao Jie
|
|
|
40,000
|
|
|
|
40,000
|
|
|
18/10/2016
|
Huang Lan
|
|
|
20,000
|
|
|
|
20,000
|
|
|
15/10/2016
|
Yang Yang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
13/10/2016
|
Yan Guang Ping
|
|
|
100,000
|
|
|
|
100,000
|
|
|
08/11/2016
|
Wang Yingwei
|
|
|
10,000
|
|
|
|
10,000
|
|
|
12/10/2016
|
Gao Long
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Chu Chenhui
|
|
|
20,000
|
|
|
|
20,000
|
|
|
12/10/2016
|
Li Linhong
|
|
|
10,000
|
|
|
|
10,000
|
|
|
12/10/2016
|
Zheng An
|
|
|
30,000
|
|
|
|
30,000
|
|
|
12/10/2016
|
Zhang Xiaoqi
|
|
|
30,000
|
|
|
|
30,000
|
|
|
12/10/2016
|
Gao Yuan
|
|
|
30,000
|
|
|
|
30,000
|
|
|
21/10/2016
|
Total
|
|
|
5,900,000
|
|
|
|
3,700,000
|
|
|
|
Exhibits and Financial Statement Schedules
(a) Exhibits:
The following exhibits are filed as part of this registration
statement:
3.1
|
|
Articles of Incorporation of Registrant
(1)
|
3.2
|
|
Bylaws of the Registrant
(1)
|
5.1
|
|
Legal Opinion of Robert Brantl, Esq.
|
10.1
|
|
Share Exchange Agreement
(1)
|
10.2
|
|
Office leasing contracts- Montreal Main Operation Office(1)
|
10.3
|
|
Office leasing contracts-Bus Tour Office(1)
|
10.4
|
|
Office leasing contracts-France Office(1)
|
10.5
|
|
Agreements with Sinorama Travel Vancouver Inc.(1)
|
10.6
|
|
Agreements with Sinorama Holiday Inc.(1)
|
21.1
|
|
List of Company Subsidiaries(1)
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
(1) Previously filed as an exhibit to Pre-Effective
Amendment No. 1 to Form S-1
Undertakings
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
|
(a)
|
To include any prospectus
required by Section 10(a) (3) of the Securities Act of 1933;
|
|
(b)
|
To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
(c)
|
To include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such
information in the registration statement.
|
That, for the purpose of determining any
liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered herein, and the Offering of such securities at that time shall be deemed to be the initial bona fide Offering
thereof.
To remove from registration by means of
a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the Offering.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this registration statement, as amended, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Montreal, Quebec, Canada on July 28, 2017.
|
SINORAMA
|
|
CORPORATION.
|
|
|
|
|
By:
|
/s/ JING Wenjia
|
|
|
JING Wenji
a
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ ZHAO Hongxi
|
|
|
ZHAO Hongxi
|
|
|
Chief Financial Officer,
|
|
|
(Principal Financial Officer)
|
|
|
|
|
By:
|
/s/ ZHAO Hongxi
|
|
|
ZHAO Hongxi
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Pursuant to the requirements of the Securities
Act of 1933, this registration statement, as amended, has been signed by the following persons in the capacities and on the
dates indicated.
|
|
July 28, 2017
|
Qian Hong
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
July 28, 2017
|
Jing Wenjia, Chief Executive Officer
|
|
|
and Director
|
|
|
|
|
|
|
|
July 28,
2017
|
Zhao Hongxi, Chief Financial and Accounting
|
|
|
Office, Director
|
|
|
EXHIBIT INDEX
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
Articles of Incorporation of Registrant
(1)
|
3.2
|
|
Bylaws of the Registrant
(1)
|
5.1
|
|
Legal Opinion of Robert Brantl, Esq.
|
10.1
|
|
Share Exchange Agreement
(1)
|
10.2
|
|
Office leasing contracts- Montreal Main Operation Office(1)
|
10.3
|
|
Office leasing contracts-Bus Tour Office(1)
|
10.4
|
|
Office leasing contracts-France Office(1)
|
10.5
|
|
Agreements with Sinorama Travel Vancouver Inc.(1)
|
10.6
|
|
Agreements with Sinorama Holiday Inc.(1)
|
21.1
|
|
List of Company Subsidiaries(1)
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
(1) Previously filed as an exhibit to Pre-Effective
Amendment No. 1 to Form S-1