As filed with the Securities and Exchange Commission on December 16, 2016

Registration No. 333-214546

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1/A

Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SINORAMA CORPORATION. 

(Exact name of Registrant as specified in its charter)

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:

O’NEAL LAW OFFICE

William D. O’Neal

Attorney-at-Law

430 N. Granite St.

Gilbert, AZ 85234Office: (480) 409-1146

E-mail: bdoneal59@gmail.com

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. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 424, check the following box. ¨

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.

Calculation of Registration Fee

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.

SUBJECT TO COMPLETION DATED DECEMBER 16, 2016

PRELIMINARY PROSPECTUS

SINORAMA CORPORATION.

5,900,000 SHARES OF COMMON STOCK

OFFERING PRICE $1.00 PER SHARE

This prospectus relates to the resale and other disposition from time to time of up to 5,900,000 shares of our common stock by the selling stockholders identified under the section entitled “Selling Stockholders” on page 25. The shares of common stock offered consist of 5,900,000 shares of our common stock. We issued all of the issued securities described above in private placement transactions completed prior to the filing of this registration statement.

The shares included in this prospectus may be re-offered and sold directly by the selling stockholders in accordance with one or more of the methods described in the plan of distribution, which begins on page 24 of this prospectus. We are not selling any shares of our common stock in this offering and therefore, we will not receive any proceeds from the sales by the selling stockholders. The selling stockholders will offer and sell 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 are not selling any shares of our common stock in this offering and therefore we will not receive any proceeds from the sales by the selling stockholders.

Our common stock does not presently trade on any exchange or electronic medium. Although we hope to be quoted on the OTC Bulletin Board, no assurance can be given that our common stock will be quoted on the OTC Bulletin Board or any other quotation service.

We are an “emerging growth company” within the meaning of the recently enacted Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

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 8 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.

No underwriter or other person has been engaged to facilitate the sale of shares of common stock in this offering. You should rely only on the information contained in this prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this offering, SINORAMA CORPORATION or the shares of our common stock offered hereby that is different from the information included in this prospectus. If anyone provides you with different information, you should not rely on it.

The date of this prospectus is December 16, 2016

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 8. 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 and 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 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, 2015, revenues were $41.06 million compared to $36.04 million in 2014, an increase of 14%. Net losses for 2015 was $0.59 million compared to $2.21 million for the same period last year. For the nine months ended September 30, 2016, revenues increased 79% to $54.94 million compared to $30.76 million for the same period last year. For the nine months ended September 30, 2016, net loss increased 133% to $1.66 million compared to $0.71 million for the same period last year. For the year ended December 31, 2015, two self-developed products sales, Asian Tours and Bus Tours, accounted for 63% and 20% of the revenue.

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 03, 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 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. On June 09, 2016, the sole Shareholder of Simon Qian Voyages Inc. Ms. JING Wenjia transferred 100% controlling interest to Sinorama Tours Co., Ltd.

Vacances Sinorama Inc. (“Vacances Sinorama”), is a privately held, for-profit travel producer and seller, incorporated in Montreal, Quebec, Canada in 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”) is 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 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. 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 30, 2014, Mr. QIAN Hong owned 100% of the controlling interest of Vacances Sinorama. Mr. 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, Mr. Hong transferred 51% of his controlling interest of Sinorama Voyages to Sinorama Tours Co., Ltd.

On June 09, 2016, the sole Shareholder of Simon Qian Voyages Inc. Ms. JING Wenjia transferred 100% of her controlling interest to Sinorama Tours Co., Ltd.

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 the completion of this transaction, all the shareholders had exchanged 100% of their shares for the shares of Sinorama, and Sinorama Tours became a 100% owned subsidiary of Sinorama.

Sinorama, Sinorama Tours, Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are collectively referred as the “Group”.

Our Industry

According to the Statistical Annex of the United Nations World Tourism Organization World Tourism Barometer (UNWTO World Tourism Barometer) present 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. International tourism has 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.

Strengths

Management believes the following strengths have contributed to our success:

·  multiple languages services 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;

Strategies

Our goal is to become a world 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 offering;

·  expand multiple 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.

Challenges

The successful execution of our business plan is subject to risks and uncertainties related to the business and industry, including those relating to the ability to:

·  continue to provide competitive travel products and services;

·  continue to provide competitive multiple 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 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 8, for a more detailed discussion of the risks involved in investing Sinorama.

Competition

The travel company industry is fragmented and highly competitive over 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. We expect competition to continue to remain competitive and strong for the foreseeable future.

The company 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

Summary of consolidated financial information

The Company presents below the summary consolidated financial data for the periods indicated. The following summary consolidated statement of operations data for the years ended December 31, 2015 and 2014, and the summary consolidated balance sheet data as of December 31, 2015 and 2014 have been derived from the Company audited consolidated financial statements included elsewhere in this prospectus.

The following summary consolidated financial statements of operations data for the nine months ended September 30, 2016 and 2015 and the summary consolidated balance sheet data as of September 30, 2016 are derived from the Company unaudited interim condensed 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 consider necessary for a fair presentation of the Company financial position and operating results for the periods presented.

The summary consolidated financial data should be read in conjunction with the Company 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 results for any future periods.

SINORAMA CORPORATION

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN US DOLLARS)

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.

In the event of a breach of law by us or a breach of a contractual obligation, our shareholders will have little or no recourse because all of our assets, as well as our officers and directors, are located in Canada and France.

Investors in our Company will have little recourse in the event of a breach of law or contractual obligation that has an adverse effect upon our operations because of the inherent difficulties in enforcing their rights since all of our assets are located in Canada and France. JING Wenjia and ZHAO Hongxi as our officers and directors reside outside of the United States. Investors located in the United States may have difficulty enforcing their rights against such person(s) if they were to breach their duties. In addition, it may not be possible to affect service of process in Canada and France and uncertainty exists as to whether the courts in Canada and France would recognize or enforce judgments of U.S. courts obtained against our officers and directors predicated on the civil liability provisions of the securities laws of the U.S. or any state thereof, or to be competent to hear original actions brought in Canada and France against us or such person predicated upon the securities laws of the United States or any state thereof.

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 fulfilling the functions of the audit committee without undue influence from management and until we establish such committee will prevent us from obtaining 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 plays 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 act 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 our executive officer on the board may have influence over his 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 permitted 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 our 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 for 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, any 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.

In connection with this filing, we will 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 will also become 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, although some of these exemptions are available to us as a smaller reporting company (i.e. a company with less than $75 million of its voting equity held by 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, is below $75 million, 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:

have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K and present any selected financial data in such registration statements and annual reports filings made by the Company on the EDGAR Company Search page of the Securities and Exchange Commission's Web site, the address for which is www.sec.gov. The public may read and copy any materials the Company files with the SEC at the SEC's Public.

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.

Future sales of our common stock by our existing shareholders could cause our stock price to decline.

The Company will have a significant number of restricted shares that will become eligible for sale shortly after this registration statement is declared effective. We currently have shares of our common stock outstanding, all of which are restricted securities. Of such amount, the shares being registered herein will be eligible for sale immediately upon the effectiveness of this registration statement. All of the remaining shares will be eligible for resale under Rule 144 within ninety days of us being a reporting company under Section 13 or 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), subject to certain restrictions. It is conceivable that following the holding period, many shareholders may wish to sell some or all of their shares. If our shareholders sell substantial amounts of our common stock in the public market at the same time, the market price of our common stock could decrease significantly due to an imbalance in the supply and demand of our common stock. Even if they do not actually sell the stock, the perception in the public market that our shareholders might sell significant shares of our common stock could also depress the market price of our common stock.

A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities, and may cause you to lose part or all of your investment in our shares of common stock.

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. 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.

Our common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Prior to this offering, you could not buy or sell our common stock publicly. We cannot predict the extent to which investors’ interests will lead to an active trading market for our common stock or whether the market price of our common stock will be volatile following this offering. If an active trading market does not develop, investors may have difficulty selling any of our common stock that they buy. There may be limited market activity in our stock and we are likely to be too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that a public trading market for our common stock will develop or be sustained. If we trade on OTC markets, the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds as well as individual investors, follow a policy of not investing in OTC stocks and certain major brokerage firms restrict their brokers from recommending OTC stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect the underlying value of our Company. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

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 as of December 16, 2016. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

As a result, our executive officers, directors and affiliated persons will have significant influence to:

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, and to determine the rights, preferences and privilege of such shares, 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 through internal growth 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.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock, our common stock price would likely decline. If analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline.

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 some of 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.

Some of 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 8, 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 16, and the section entitled “Business Description” beginning on page 16, 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

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of our common stock was arbitrarily determined. The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of the effective notice of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the stock’s depth and liquidity.

DILUTION

As this is a selling stockholder offering there is no dilution in the price of the stock as a result of this registration.

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:

MARKET FOR OUR COMMON STOCK

Market Information

There is no established public market for our common stock.

After the effective date of the registration statement of which this prospectus is a part, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker who is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, even if quoted, a public market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

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.

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 subsidiary is located in Canada and France, we are regulated by Canada and France laws. We are required to compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are 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 consumer.

As for the Travel Agents Act, it 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. They 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 President of the Office” (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 that all license fee and filings are current.

According to the Development and Modernization of Tourism Services (No.2009-888 of July 22, 2009). Sinorama Voyages must be licensed before to sale the travel products. If the French government finds that operating the business in France does not comply with its regulations, we could be subject to severe penalties.

French government is encouraging the Tourism Development, Sinorama Voyages is a travel operator and must comply with the terms of, all adequate certificates, authorizations, licenses and permits and have made all declarations and filings with, the appropriate domestic or foreign governmental or regulatory authorities necessary to the conduct of the business now conducted.

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.

HOLDERS OF SECURITIES

There were 116 holders of record of our common stock as of December 16, 2016.

DIVIDENDS 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.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plan under which equity securities are authorized for issuance.

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 8, 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 among 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 the third-party products 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, the third-party acts as the agent in the transaction. They provide 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 are independently determining 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. We assess the facts and circumstances and are the principal in bus tour arrangements.

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 participate in the design of Asian tours. We are independently determining 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. The full payment needs to be paid before flights departure.

Third Party Products Sales

The Company conducts a rigorous process in selecting travel products and services before selling these products to our customers and 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. For the year ended December 31, 2015, revenues were $41.06 million compared to $36.04 million in 2014, an increase of 14%. Net loss for 2015 was $0.59 million compared to $2.21 million for the same period last year. For the nine months ended September 30, 2016, revenues increased 79% to $54.94 million compared to $30.76 million for the same period last year. For the nine months ended September 30, 2016, net loss increased 133% to $1.66 million compared to $0.71 million for the same period last year. For the year ended December 31, 2015, two self-developed products sales, Asia Tours and Bus Tours, accounted for 63% and 20% of the revenue, respectively.

Our primary operating subsidiaries are located in Canada and France. We are regulated by Canada and French laws. We believe that we are in material compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are current.

According to Consumer Protection Act and the Travel Agents Act, 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.

According to the Development and Modernization of Tourism Services (No.2009-888 of July 22, 2009). Sinorama Voyages must be licensed before to sale the travel products. If the French government finds that operating the business in France does not comply with its regulations, we could be subject to severe penalties.

We have three (3) executive officers, QIAN Hong, Chairman, JING Wenjia, Chief Executive Officer and ZHAO Hongxi, Chief Financial Officer.

Our 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 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 owned 100% of the controlling interest of Simon Qian Voyages. On June 09, 2016, the sole Shareholder of Simon Qian Voyages Inc. Ms. Wenjia transferred 100% controlling interest to Sinorama Tours Co., Ltd

Vacances Sinorama Inc. (“Vacances Sinorama”), is 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, Air 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 providing both the business to customer (“B2C”) and business to business (“B2B”) travel commerce 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 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, Air Tickets and other solutions 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 commerce marketplace. The office address is 23-25 Road Berri, 75008 Paris. We have 15 full time professional and experienced employees.

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. 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 the controlling interest of Vacances Sinorama. Mr. 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. Hong.

On May 09, 2016, Mr. Hong transferred 51% of his controlling interest of Sinorama Voyages to Sinorama Tours Co., Ltd.

On June 09, 2016, the sole Shareholder of Simon Qian Voyages Inc., Ms. JING Wenjia, transferred 100% of her controlling interest to Sinorama Tours Co., Ltd.

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 the completion of this transaction, all the shareholders had exchanged 100% of their shares for the shares of Sinorama. Sinorama Tours became a 100% owned subsidiary of Sinorama.

Sinorama, Sinorama Tours, Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are collectively referred as the “Group”.

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.

Plan of Operation

   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.

●  Expansion tours all over the world – (1) The Company will serve 35,000 worldwide in its Asia tours; (2) Committed to becoming the best Chinese tourism brand across the world; (3) in the course of U.S. – China Tourism Year, the Company expects to organize 10,000 Americans to visit China; (4) the Company launched its Chinese outbound tourism business in North America and Europe.

●  Language skills training-The Company will 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.

Analysis of revenue growth:

Operating Revenue for the year ended December 31, 2015, which resulted primarily from Asia Tours revenue, Bus Tours and Third party product sales revenue were $41,056,927, an increase of 14% as compared with the operating revenue of $36,038,594 for the year ended December 31, 2014. The increase was primarily in the Asian Tours sector, as a result of the increase in the number of customers to 11.98 thousand customers, an increase of 4.58 thousand as compared with the number of 7.40 thousand for the year ended December 31, 2014, which resulted from advertising and promotion increases of $50,001 or 4% for the year ended December 31, 2015 as compared to $1,399,213 for the same period of 2014.

For nine months ended September 30, 2016, which resulted primarily from Asian Tours, Bus Tours and Third party product sales revenue, were $54,938,123, an increase of 79% as compared with the operating revenue of $30,763,307 for nine months ended September 30, 2015. The increase was primarily in the Asia Tours sector, as a result of the number of customers increasing to 21.12 thousand customers, an increase of 13.41 thousand as compared with the number of customers of 7.71 thousand for nine months ended September 30, 2015. which resulted from advertising and promotion increases of $2,292,990 or 312% for nine months ended September 30, 2016 as compared to $734,027 for the same period of 2015. We expect this increase in customer and advertising expenses to be a trend which will continue into future periods.

For three months ended September 30, 2016, which resulted primarily from Asian Tours, Bus Tours and Third party product sales revenue, were $21,381,786, an increase of 73% as compared with the operating revenue of $12,382,042 for three months ended September 30, 2015. The increase was primarily in the Asia Tours sector, as a result of the number of customers increasing to 6.3 thousand customers, an increase of 4.81 thousand as compared with the number of customers of 1.49 thousand for three months ended September 30, 2015. which resulted from advertising and promotion increases of $1,167,045 or 560% for three months ended September 30, 2016 as compared to $208,289 for the same period of 2015. We expect this increase in customer and advertising expenses to be a trend which will continue into future periods.

Cost of sales and Operating expense was $41,678,294 for the year ended December 31, 2015, an increase of $3,584,401 or 9% as compared to $38,093,893 for the same period of 2014. This increase was primarily due to significant increase in salaries and benefits of $396,576, which was the result of an employee increase of 93, and an increase in cost of sales of approximately $2,896,359, which was primarily in the Asian Tours sector, as a result of the increase in the number of customers to 11.98 thousand customers, an increase of 4.58 thousand as compared with the number of 7.40 thousand for the year ended December 31, 2014, and an increase in advertising and promotion of $50,001, which was the result of more advertisements, and an increase in bank charge and interest of $212,384, which was the result of more Chase servers fee.

Cost of sales and Operating expense was $56,518,547 for nine months ended September 30, 2016, an increase of $25,026,451 or 79% as compared to $31,492,096 for the same period of 2015. This increase was primarily due to significant increase in salaries and benefits of $918,177, which was the result of an employee increase of 57, and an increase in cost of sales of approximately $21,460,292, which was primarily in the Asian Tours sector, as a result of the increase in the number of customers to 21.12 thousand customers, an increase of 13.41 thousand as compared with the number of 7.71 thousand for nine months ended September 30, 2015, and an increase in advertising and promotion of $2,292,990, which was the result of more advertisements, and an increase in bank charge and interest of $272,241, which was the result of more Chase servers fee.

Cost of sales and Operating expense was $22,557,961 for three months ended September 30, 2016, an increase of $10,191,498 or 82% as compared to $12,366,463 for the same period of 2015. This increase was primarily due to significant increase in salaries and benefits of $313,105, which was the result of an employee increase of 57, and an increase in cost of sales of approximately $8,488,492, which was primarily in the Asian Tours sector, as a result of the increase in the number of customers to 6.3 thousand customers, an increase of 4.81 thousand as compared with the number of 1.49 thousand for three months ended September 30, 2015, and an increase in advertising and promotion of $1,167,045, which was the result of more advertisements, and an increase in bank charge and interest of $150,230, which was the result of more Chase servers fee.

Loss from Operations was $621,367 for the year ended December 31, 2015 as compared with operating loss of $2,055,299 for the fiscal year ended December 31, 2014. Loss from Operations was $1,580,424 for nine months ended September 30, 2016, as compared with operating loss of $728,789 for nine months ended September 30, 2015. Loss from Operations was $1,176,175 for three months ended September 30, 2016, as compared with operating income of $15,579 for three months ended September 30, 2015.The primary reasons are due to aforementioned changes in operating revenue and operating expenses.

Operating Results

For the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(EXPRESSED IN US DOLLARS) (Unaudited)

The Company’s net loss for the nine months ended September 30, 2016 was $1,660,610 representing an increase of $947,715, over $712,895 for the nine months ended September 30, 2015. The increase in net loss for the NINE months ended September 30, 2016 was the main effect of the changes in the following components:

Liquidity and Capital Resources

The accompanying financial statements have been prepared that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

As of September 30, 2016, the Company had approximately $4,219,996 of cash and cash equivalents (include restricted cash $934,856).

We are presently able to meet our obligations as they come due. At September 30, 2016, we had non-controlling interest of $(1,900,954) and shareholders’ equity of $(1,537,436).

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the public offering and/or debt financing. However, 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, to remain a going concern.

Cash Flows and Capital Resources

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2016, we had negative cash flow from operating activities of $3,173,663, a decrease of $4,023,065 from the same period of 2015, during which we had cash flow from operating activities of $849,402. The net loss for the nine months ended September 30, 2016 increased by $947,715 as compared to nine months ended September 30, 2015. The decrease in net cash provided by operating activities was the result of several factors, mainly including: 

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2016 was $706,624, compared to net cash used in investing activities of $252,929 for the nine months ended September 30, 2015. The cash collected from investing activities for the nine months ended September 30, 2016 was mainly recovered investments in financial products issued by banks or other financial institutions.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2016 was Nil, as compared to net cash used in financing activities of $22,019 for nine months ended September 30, 2015. The cash used in financing activities for the nine months ended September 30, 2015 was mainly attributable to credit card payable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

For the year ended December 31, 2015 as compared to the year ended December 31, 2014

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(EXPRESSED IN US DOLLARS)

The Company’s net loss for the year ended December 31, 2015 was $591,893 representing a decrease of $1,620,556, over $2,212,439 for the year ended December 31, 2014. The decrease in net loss for the year ended December 31, 2015 was the main effect of the changes in the following components:  

Liquidity and Capital Resources

The accompanying financial statements have been prepared that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

As of December 31, 2015, the Company had approximately $5,826,130 of cash and cash equivalents (include restricted cash $2,560,354).

We are presently able to meet our obligations as they come due. At December 31, 2015, we had non-controlling interest of $(1,619,963) and shareholders’ equity of the Company $(703,988).

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the public offering and/or debt financing. However, 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, to remain a going concern.

Cash Flows and Capital Resources

The following table sets forth a summary of our cash flows for the periods indicated:

Net Cash Provided by Operating Activities

For the year ended December 31, 2015, we had positive cash flow from operating activities of $2,465,722, a decrease of $271,666 from the same period of 2014, during which we had cash flow from operating activities of $2,737,388. The net loss for the year ended December 31, 2015 decreased by $1,620,556 as compared to year ended December 31, 2014. The decrease in net cash provided by operating activities was the result of several factors, mainly including: 

Investing Activities

Net cash used in investing activities for the year ended December 31, 2015 was $708,731, compared to net cash provided by investing activities of $12,079 for the year ended December 31, 2014. The cash used in investing activities for the year ended December 31, 2015 was mainly used for investments in financial products issued by banks or other financial institutions.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2015 was $21,698, as compared to net cash used in financing activities of $27,629 for the year ended December 31, 2014. The cash used in financing activities for the year ended December 31, 2015 and 2014 were mainly attributable to credit card payable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements

DESCRIPTION OF PROPERTY

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 $21,401 in lease deposits and is committed to lease and management fee payments of approximately $12,514 per month for 60 months. 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 $16,072 per month for 60 months (Exhibit 10.2 Office leasing contracts- Montreal Main Operation Office). The office address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9.

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 $14,739 in lease deposits is committed to lease and management fee payments of approximately $5,318 per month for 60 months (Exhibit 10.3 Office leasing contracts-Bus Tour Office). The office address is 998 Clark Street, Montreal, QC H2Z 9Y9.

In February, 2015 Sinorama Voyages leases office space under non-cancellable operating lease agreements. Under the terms of the lease, Sinorama Voyages paid approximately $14,640 in lease deposits, lease expense payments of approximately $4,880 per month. Under terms of the lease agreement, from February, 2015, Sinorama Voyages is committed to lease expense payments of approximately $4,925 per month for 96 months (Exhibit 10.4 Office leasing contracts-France Office). The office address is 23-25 Road Berri, 75008 Paris.

The Company does not own any real property.

REPORTS TO SECURITY HOLDERS

We will voluntarily make available to our stockholders an annual report, including audited financials, on Form 10-K.

We are not currently a reporting company, but upon effectiveness of the registration statement of which this prospectus forms a part, we will be 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:

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 since 2013 and director since June 2016. Mr. QIAN was one of the co-founders of Vacances Sinorama Inc., a travel company. 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 services and fiscal accountability. The right candidate was display high personal integrity, positivity and the ability to operate effectively under pressure. 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. From Mr. QIAN’s experience and management skill should serve as a director and president. 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 is our Chief Executive Officer since 2013 and Director since June 2016. Ms. JING is one of the cofounders of Vacances Sinorama Inc. 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. She has been the former Travel Managing Operator of Sino-France Economic and Cultural Center, served as a part-time Tour Guide for Travel Agency in Shaanxi, China and an employee of Shaanxi Local Product Import and Export Cooperation. Mr. 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. From Ms. JING’s experience and management skill should serve as a director and CEO. 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 is our Chief Financial Officer since 2013 and Director since 2016. Since 2012, Mr. ZHAO served as general director of Sinorama Voyages. From 1999 to 2011, he served as director of Office of Consultation and management, CGSA, Paris. He served for Protac France S.A. of computer components, Economic Assistant and interpreter of the Economic Department of the Chinese Embassy, in Dakar, Senegal and served as an interpreter and translator in French for Institute of information studies and research, National Automotive Technical Research Centre in Tianjin, China. He 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. During his position as the chief financial officer with the Company, he has been trained by a local accounting firm regarding the preparation of financial statements under U.S. GAAP and is involved in its proposed U.S. initial public offering, including preparing U.S. GAAP financial statements and quarterly and annually fillings preparation. From 2015 to 2016, he has learned U.S. GAAP, Securities Exchange Act 1934, Securities Act 1933, Regulation S-K and Regulation S-X. He also serves as director, and serves in progressive managerial roles in accounting management, strategic planning and company control, and has knowledge about the travel service operation situation. From Mr. ZHAO’s international business working experience and US GAAP and SEC training experience, he was elected to serve as a director and CFO. He 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 Chief Financial Officer and Director has no relationship to other shareholders and directors.

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:

During the fiscal year of 2015, our Board of Directors had several meetings, including meetings that were held by means of a conference telephone call, but excluding actions taken by unanimous written consent. 

Board Committees

Audit Committee

We have not yet appointed an audit committee. At the present time, we believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. 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.

Board Leadership Structure and Role in Risk Oversight

QIAN Hong is our President and Chairman. We do not have any independent directors. The Board believes that the Company’s Chairman is best situated to serve as Chairman of the Board because he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the Board of Directors’ appetite for risk. While the Board of Directors oversees the Company, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information with respect to compensation paid by us to our officers from the fiscal years ended 2014 and 2015, respectively.  

Amounts of compensation for 2015 and 2014, 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.

Refer to the Notes to Financial Statements for more information.

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 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 in their capacity 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.

The following table summarizes all compensation awarded to, earned by or paid to our directors for all services rendered in all capacities to us through the end of our fiscal years 2014 and 2015.

The amounts listed in the table were earned solely as compensation for work performed as executive officers. No any amount was earned in the capacity of director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 30, 2016, we acquired One Hundred Percent (100%) of the issued and outstanding capital stock of Sinorama Tours Co., Ltd, a privately held Limited Liability Company registered in the Samoa (“Sinorama Tours”) for Eleven Million (11,000,000) shares of our common stock paid to the shareholders of Sinorama Tours. Only two of the shareholders of Sinorama Tours are also our officer and director and the shares were issued as follows:

*$0.001 par value per share

**$1 par value per share

*** JING Wenjia is the Chief Executive Officer and Director of the company.

****ZHAO Hongxi is the Chief Financial Officer and Director of the company.

As of December 31, 2015 and 2014, the Company has a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Chairman (QIAN Hong) of the Company, of $5,993,970 and $1,872,849, respectively. The supplier in China is required us to pay in advance, in order to booking tour availabilities. The amount was non-interest bearing; it was due on demand. As of September 30, 2016, the Company has a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Chairman (QIAN Hong) of the Company, of $4,790,021. The supplier in China is required us to pay in advance, in order to booking tour availabilities. The amount was non-interest bearing; it was due on demand.

As of December 31, 2015 and 2014, the Company has a balance due to 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 $734,488 and $1,411,556, respectively. It was the payment made to vendor in China, to reserving tour availabilities. It was due on demand, without interest. As of September 30, 2016, the Company has a balance due to 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 $2,257,149. It was the payment made to vendor in China, to reserving tour availabilities. It was due on demand, without interest.

As of December 31, 2015 and 2014, 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 $600,502 and $383,028, 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 September 30, 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 $823,331. 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 September 30, 2016, and through the filing of this prospectus, except as described above, there are no currently proposed transactions, in which is exceed $120,000 where it appears a related person had a material interest, including transactions with Sinorama Reisen GmbH, Sinorama Travel Vancouver Inc., and Sinorama Holiday Inc. exists.

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.

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 200,000 shares immediately after this offering (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.

Rule 144 is not available for resale of restricted securities of shell companies or former shell companies until one year elapses from the time that such company is no longer considered a shell company.

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.

Once sold under the preliminary registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

PRINCIPAL AND 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. No estimate can be given as to the number of shares that will be held by each such selling stockholder after completion of this offering because each such selling stockholder may offer some or all of the shares and, to our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares.

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.