As filed with the Securities and Exchange Commission on November 29, 2017

Registration No. ______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SINORAMA CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

4724

81-3305510

(State or other jurisdiction of incorporation
or organization)

(Primary Standard Industrial Classification
Code Number)

(I.R.S. Employer

Identification Number)

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: 800-246-2677

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

with a copy to:

ROBERT BRANTL, ESQ.

52 Mulligan Lane

Irvington, NY 10533

Office: (914) 693-3026

E-mail: robertbrantl@earthlink.net

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if smaller reporting company)	Smaller reporting company	x

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Shares of common stock, par value $0.001		486,000	$	1.50	$	729,000.00	$	90.77
Total		486,000		1.50	$	729,000.00	$	90.77

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

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.

The information in this prospectus is not complete and may be amended. The Selling Stockholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2017

PROSPECTUS

SINORAMA CORPORATION.

486,000 SHARES OF COMMON STOCK

OFFERING PRICE $1.50 PER SHARE

We are registering 486,000 shares of our common stock for resale by selling stockholders. The selling stockholders, which are identified in this prospectus, may sell these shares from time to time in the open market or in negotiated transactions. The selling shareholders will offer and sell our common stock at a fixed price of $1.50 per share, until a public market emerges for our common stock and, thereafter, at prevailing market prices. We will not receive any proceeds from the sale of the shares.

You should read this prospectus and any prospectus supplement carefully before you invest.

We will not receive any proceeds from the sale of shares by the selling stockholders.

Our common stock has been assigned the trading symbol “SNNN”, and is quoted for trading on The OTC Pink Market.

OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 7 BEFORE INVESTING IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ______________, 2017

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		7
Forward-Looking Statements		14
Tax Considerations		15
Use of Proceeds		15
Determination of the Offering Price		15
Exchange Rate Information		15
Market for our Common Stock		16
Legal Matters and Regulation		16
Dividend Policy		17
Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Description of Property		25
Reports to Security Holders		25
Management		25
Executive Compensation		27
Certain Relationships and Related Party Transactions		28
Plan of Distribution		29
Selling Stockholders		30
Principal Stockholders		31
Description of Capital Stock		32
Shares Eligible for Future Resale		33
Experts		34
Legal Representation		34
Where You Can Find Additional Information		34
Disclosure of Commission Position on Indemnity		34
Index to Consolidated Financial Statements: Years Ended December 31, 2016 and 2015		F-1
Index to Consolidated Financial Statements: Nine Months Ended September 30, 2017 and 2016		F-24

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 CORPORATION 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.

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 7. All references to “we,” “us,” “our,” “Company” or similar terms used in this prospectus refer to SINORAMA CORPORATION. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending December 31. Unless otherwise indicated, the term “common stock” refers to shares of the Company’s common stock.

Overview

SINORAMA CORPORATION (“Sinorama”, the “Company” “we” or “us”) was incorporated in the State of Florida on June 30, 2016. The Company’s principal corporate address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. Our telephone number is 514-866-6888. Our website address is www.sinoramacorporation.com.

We are a travel operator company. Our revenues are generated from the sale of self-developed products, including Bus Tour Products and Asian Tour Products. We also sell Third Party Products (air tickets, hotel, etc.). Revenues have grown rapidly since 2013, primarily driven by sale of our self-developed Asian Tours Products. Every year, over 10,000 tourists from North America, Europe, Australia and New Zealand have traveled to Asia with Sinorama, while tens of thousands of tourists from China and around the world traveled with Sinorama in Canada, the United States and Europe. For the year ended December 31, 2016, revenues were $77.65 million compared to $41.06 million in 2015, an increase of 89%. Our net losses for 2016 was $4.50 million compared to $0.37 million for 2015. For the nine months ended September 30, 2017, revenues increased 25% to $68.62 million compared to $54.94 million for the same period of 2016. For the nine months ended September 30, 2017, we recorded net income of $711,816 compared to a net loss of $1,660,610 for the same period of 2016. For the year ended December 31, 2016, sales of two self-developed products, Asian Tours and Bus Tours, accounted for 78% and 12% of the revenue, respectively.

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

The Company’s subsidiaries include Sinorama Tours Co., Ltd., Simon Qian Voyages, Inc., Vacances Sinorama Inc., and Sinorama Voyages:

Sinorama Tours Co., Ltd. ("Sinorama Tours") is a privately held Limited Company registered in Samoa on June 3, 2015. Sinorama Tours is authorized to issue 1,000,000 shares of a single class, and has issued 10,000 shares of a single class, each with par value of $1.00 per share.

Simon Qian Voyages Inc. (“Simon Qian Voyages”) was established on October 12, 2012 under the laws of Canada. Until June 9, 2016, Ms. Jing Wenjia was the sole shareholder of Simon Qian Voyages.

Vacances Sinorama Inc. (“Vacances Sinorama”) is a privately held, for-profit travel producer and seller, incorporated in Quebec, Canada in December 2004. Vacances Sinorama is a large integrated tour company providing Bus Tours, Asian Tours, air tickets, hotel reservations, cruises and other travel products to customers worldwide. Vacances Sinorama facilitates travel commerce with online and offline travel business, targeting both the business to customer (B2C) and the business to business (“B2B”) travel marketplaces. Initially, Mr. Qian Hong owned all the outstanding shares of Vacances Sinorama. In December 2014 Mr. Qian Hong transferred 66.67% of the outstanding shares of Vacances Sinorama to Simon Qian Voyages.

Sinorama Voyages (“Sinorama Voyages”) is a privately held, for-profit travel producer and seller, incorporated in France in February 2012. Until May 9, 2016, Mr. Qian Hong owned 51% of Sinorama Voyages. Sinorama Voyages is an integrated travel company providing Bus Tours and Asian Tours to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and offline travel business, targeting both the business to customer (B2C) and the business to business (“B2B”) travel marketplace.

Reorganization

On June 30, 2016, the Company engaged in a corporate reorganization to roll several controlled entities (now referred to as the “subsidiaries”) into Sinorama Corporation. The specific transactions related to this reorganization are as follows:

On May 9, 2016, Mr. Qian Hong transferred his 51% interest in Sinorama Voyages to Sinorama Tours.

On June 9, 2016, Ms. Jing Wenjia transferred sole ownership of Simon Qian Voyages to Sinorama Tours, which then owned 100% of Simon Qian Voyages and, indirectly, 66.67% of Vacances Sinorama, as well as 51% of Sinorama Voyages.

On June 30, 2016, Sinorama Corporation issued a total of 11,000,000 shares of its common stock to the shareholders of Sinorama Tours in exchange for 100% of the outstanding shares of Sinorama Tours.

The control of the entities was not changed by the reorganization, as all five entities remained under the control of Mr. Qian Hong and/or his wife, Ms. Jing Wenjia. Accordingly, we have treated the combination, for accounting purposes, as a corporate restructuring (reorganization) of entities under common control. Thus, the current capital structure has been presented retroactively in prior periods as if such structure existed at that time, and, in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods during which such entities were under common control. Since all the subsidiaries were under common control for the entirety of the years ended December 31, 2016 and 2015, the results of these subsidiaries are included in the financial statements for both periods. Non-controlling interests in the subsidiaries are related parties and therefore were not adjusted to fair value as a result of the reorganization.

Our Industry

The Statistical Annex of the United Nations World Tourism Organization World Tourism Barometer (UNWTO World Tourism Barometer) presented full year results for international tourism in 2015, based on preliminary data for international overnight visitors reported by destinations around the world.

The number of international tourists (overnight visitors) reached 1,184 million in 2015, 50 million more than in 2014. With a 4.4% increase, 2015 marks the sixth consecutive year of robust growth above the long-term average since the financial crisis of 2009. As of 2015, international tourism had gained 256 million arrivals since the pre-crisis year of 2008.

Europe (+5%) led growth in absolute and relative terms supported by a weaker euro vis-à-vis the US dollar and other main currencies. Arrivals reached 609 million, or 29 million more than in 2014. Central and Eastern Europe (+6%) rebounded from last year’s decrease in arrivals. Northern Europe (+7%) and Southern Mediterranean Europe (+5%) also recorded sound results while Western Europe (+3%) was below average.

Asia and the Pacific (+5%) recorded 14 million more international tourist arrivals last year to reach 278 million, with uneven results across destinations. Oceania (+7%) and South-East Asia (+6%) led growth, while South Asia and North-East Asia recorded an increase of 4%.

Therefore, over the past years, tourism has proven to be a surprisingly strong and resilient economic activity and a fundamental contributor to the economic recovery by generating billions of dollars in exports and creating millions of jobs. This has been true for destinations all around the world, but particularly for Europe, as the region struggles to consolidate its way out of one of the worst economic periods in its history.

Our Strengths

Management believes the following strengths have contributed to our success:

multiple language service offerings;

advanced and scalable proprietary technology;

large and diversified customer base;

trusted brand powered by compelling customer experience;

comprehensive product offerings; and

extensive supplier network and strong supply chain management expertise.

Our Strategies

Our goal is to become a worldwide consumers’ destination for leisure travel products and services. We aim to further expand our online leisure travel market share by pursuing the following strategies:

expand product designation and offerings;

expand languages services offerings;

further grow user base and increase user engagement;

strengthen supply chain management;

enhance online platform;

continue to invest in technology and product development capabilities; and

pursue strategic acquisitions.

Our Challenges

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

continue to provide competitive travel products and services;

continue to provide competitive languages services;

maintain the quality of customer services;

adequately control and ensure the quality of travel products and services sourced from the Company itself and travel suppliers;

achieve and maintain profitability given our history of net losses;

adapt to the more stringent regulations on tour operators under the newly promulgated Tourism Law;

compete successfully against existing and new competitors;

enhance the Company brand recognition;

manage the proceedings or claims arising from travel-related accidents or customer misconducts;

maintain the satisfactory performance of the Company online platform and management systems; and

attract, train and retain qualified personnel.

You should refer to “Risk Factors”, beginning on page 7, for a more detailed discussion of the risks involved in investing Sinorama.

Competition

The travel company industry is fragmented and highly competitive throughout the world. Our competitors in the market can be grouped into several broad categories based on size, business model, product offerings, target customers and geographic scope of operations. These include international products suppliers and travel companies with significant competitive services. Our many and powerful competitors will be an obstacle to our ability to achieve profitable operations.

The Company's corporate structure

Our primary business operations are conducted through our Canadian and French operating subsidiaries, Vacances Sinorama and Sinorama Voyages. For ease of reference, below is a chart that presents our current corporate structure.

Summary of the Offering

Shares of common stock offered by us:		None
Shares of common stock offered by Selling Stockholders pursuant to this prospectus		486,000 shares of our common stock.

Common stock currently outstanding:		15,186,000

Use of Proceeds:		The Company will not receive any proceeds from the resale or other disposition of common stock offered by the selling stockholders covered by this prospectus.

Risk Factors:		An investment in the Company common stock is speculative and involves substantial risks. You should read the “Risk Factors” section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.

Trading Symbol:		SNNN

Summary of consolidated financial information

The following summary consolidated statement of operations data for the years ended December 31, 2016 and 2015, and the summary consolidated balance sheet data as of December 31, 2016 and 2015 have been derived from the Company's audited consolidated financial statements included elsewhere in this prospectus.

The following summary consolidated financial statements of operations data for the nine months ended September 30, 2017 and 2016 and the summary consolidated balance sheet data as of September 30, 2017 are derived from the Company's unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the Company audited consolidated financial statements and include all normal recurring adjustments that the Company considers necessary for a fair presentation of the Company's financial position and operating results for the periods presented.

The summary consolidated financial data should be read in conjunction with the Company's consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. The Company historical results are not necessarily indicative of the Company's results for any future periods.

SINORAMA CORPORATION

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

	September 30		December 31,			December 31,
	2017 (Unaudited)		2016			2015
Total current assets	$	34,691,359	$	22,523,661		$	16,921,943
Total assets		37,304,161		24,823,853			19,151,544

Total current liabilities		39,360,384		27,704,780			21,475,495
Total liabilities		39,360,384		27,704,780			21,475,495
Total shareholders’ equity (deficit) of the Company		933,070		135,060			(963,983	)
Total shareholders’ (deficit)		(2, 056,223 )		(2,880,927	)		(2,323,951	)
Total liabilities and shareholders’ deficit	$	37,304,161	$	24,823,853		$	19,151,544

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

	Nine Months Ended					For the Year Ended
	September 30,					December 31,
	2017 (Unaudited)		2016 (Unaudited)			2016			2015
Total revenue	$	68,622,131	$	54,938,123		$	77,656,047		$	41,056,927
Cost of Sales		58,317,071		49,070,761			70,864,211			35,749,576
Gross Profit		10,305,060		5,867,362			6,791,836			5,307,351
Total operating expenses		10,174,744		7,447,786			11,139,612			5,709,070
Income (Loss) from operations before other income and income taxes		130,316		(1,580,424	)		(4,347,776	)		(401,719	)
Other income		581,500		51,299			(211,349	)		66,109
Income (Losses) from operations before income taxes		711,816		(1,529,125	)		(4,559,125	)		(355,610	)
Income tax		-		131,485			(56,954	)		36,625
Net income (loss)		711,816		(1,660,610	)		(4,502,171	)		(372,235	)
Net income (loss) attributable to non-controlling interest		279,252		(505,918	)		(1,767,506	)		(406,138	)
Net income (loss) attributable to the Company		432,564		(1,154,692	)		(2,734,665	)		33,903

RISK FACTORS

An investment in the Company common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in the Company common stock. If any of the following risks actually occur, the Company business, financial condition, results of operations and prospects for growth could be seriously harmed. As a result, the trading price of the Company common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

If we do not continue to provide competitive travel products and services, we may not be able to attract new customers or to retain existing customers, and our business, financial condition and results of operations could suffer.

Our success depends on our ability to attract new customers or to retain existing customers, which in turn requires our continuous provision of a wide array of competitive travel products and services. Participants in the travel industry are continuously developing new travel products and services. We strive to stay abreast of emerging and rapidly changing customer preferences and be able to anticipate trends that will appeal to existing and potential customers. We will also continue to invest in research and development in order to continuously improve the speed, accuracy and comprehensiveness of our online platform and offline sales. If we fail to continuously improve our travel products and services and platform at a competitive pace, we may lose customers to our competitors and may not attract new customers. In addition to Asia tours, we provide other travel-related services, such as sales of tourist attraction tickets and visa processing services. We intend to further broaden our product selection by extending our coverage of departing cities and travel destinations as well as offering more departure time selections. If we fail to continue to design quality travel products and services tailored to accommodate our customers’ changing needs and preferences, we may not be able to sell additional products and services to our current customers, retain our current customers or attract new customers, and our business, financial condition and results of operations will be materially and adversely affected.

We may not be able to compete against companies with substantially greater resources.

The travel industry is intensely competitive and we expect competition to intensify further in the future. Companies with greater resources may have advantages that make our model weaker in comparison.

We have operated at a loss and we may not be profitable in the near future.

We are a development stage company; we have not achieved profitability. We may not be able to achieve profitability or avoid net losses in the future. Although our revenues have grown significantly in recent periods, such growth rates may not be sustainable and may decrease in the future. In addition, our ability to become profitable depends on various factors, including our ability to control our costs and expenses, which we expect will increase as we expand our business and invest more in product developments and sales and marketing. If our revenues fail to increase at the rate we anticipate, or if our costs and expenses increase at a more rapid rate than our revenues, we may not be able to achieve profitability and may incur greater losses.

We cannot assure that we will earn a profit or that our products will be accepted by consumers.

Our business is speculative and reliant on acceptance of our brand name by local communities, travelers and advertisers. Our operating performance is also heavily dependent on our ability to earn a profit from our services. We cannot assure as to whether we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

We may incur cost overruns in the distribution of our various services.

We may incur substantial cost overruns in the distribution of our services. Unanticipated costs may force us to obtain additional capital or financing from other sources, or may cause us to lose our entire investment if we are unable to obtain the additional funds necessary to implement our business plan. We cannot assure that we will be able to obtain sufficient capital to successfully continue the implementation of our business plan. If a greater investment in the business is required due to cost overruns, the probability of earning a profit or a return of the shareholders’ investment in us diminishes.

If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for research and development, construction, marketing, and for administrative expenses. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

The loss of the services of any of our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our products and sales.

The development of our business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers, QIAN Hong, our Chairman and Director, JING Wenjia, our Chief Executive Officer and Director, ZHAO Hongxi, our Chief Financial Officer and Director. They are developing our business, and our ability to identify and retain competent employees with the skills required to execute our business objectives. The loss of the services of any of our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our products and sales, which could adversely affect our financial results and impair our growth.

Our Chief Executive Officer beneficially owns and controls a substantial portion of our outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.

Ms. JING Wenjia acts as our Chief Executive Officer and Director, and through her control of approximately 54.33% 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. In addition, Ms. Wenjia’s ownership of our common stock and control of the Company could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, preventing a change in control of the Company and possibly depressing the trading price of our common stock. There can be no assurance that conflicts of interest will not arise with respect to Ms. Wenjia’s ownership and control of the Company or that any conflicts will be resolved in a manner favorable to the other shareholders of the Company.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a newly public reporting company, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to report on our internal controls over financial reporting under Section 404. If we fail to achieve and maintain the adequacy of our internal controls, we would not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Moreover, our testing, or the subsequent testing by our independent registered public accounting firm, that must be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated. If we do not remediate the material weaknesses described above, or if other material weaknesses are identified or we are not able to comply with the requirements of Section 404 in a timely manner, our reported financial results could be materially misstated or could subsequently require restatement, we could receive an adverse opinion regarding our internal controls over financial reporting from our independent registered public accounting firm and we could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of our stock could decline.

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, all future success depends largely on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of Sinorama. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy. From our past experiences, we have never had difficulties hiring or retaining qualified personnel, independent contractors or advisors.

Our lack of an independent audit committee and audit committee financial expert at this time may hinder our board of directors’ effectiveness in monitoring the Company's compliance with its disclosure and accounting obligations. Until we establish such committee, we will be unable to obtain a listing on a national securities exchange.

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently, we have no independent audit committee. Our full board of directors functions as our audit committee and is comprised of three directors. An independent audit committee would play a crucial role in the corporate governance process, assessing our Company's processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being independent from management in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised. An independent audit committee is required for listing on any national securities exchange. Therefore until such time as we meet the audit committee independence requirements of a national securities exchange, we will be ineligible for listing on any national securities exchange.

Our board of directors acts as our compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members and other officers may not be commensurate with our financial performance.

A compensation committee consisting of independent directors is a safeguard against self-dealing by company executives. Our board of directors acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee presents the risk that an executive officer on the board may have influence over his or her personal compensation, and benefits levels that may not be commensurate with our financial performance.

Limitations on director and officer liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing a lawsuit against an officer or director.

Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as required by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing a lawsuit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on the Company's behalf against a director or officer.

We are responsible for the indemnification of our officers and directors.

Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

Our management has limited experience managing a public company.

At the present time, none of our management has experience in managing a public company. This may hinder our ability to establish effective controls and systems and comply with all applicable requirements attendant to being a public company. If compliance problems result, these problems could have a material adverse effect on our business, financial condition or results of operations. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, and the Dodd-Frank Act of 2010, as well as rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to our new compliance requirements. Moreover, these requirements will increase our legal, accounting and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect it will be difficult and more expensive for us to obtain director and officer liability insurance. These requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

The new technologies of the internet market make it much easier for individuals to plan the details of their own trips.

The new technologies of the Internet make it much easier for affluent individuals and others to plan the details of their own trips, thereby eliminating the fees we hope to collect. Such self-managed trips may have caused many travel operators to go out of business in recent years and may continue to cause travel agencies to go out of business.

Uncertainty and adverse changes in the general economic conditions of the markets in which we will participate may negatively affect our business.

Current and future conditions in the economy have an inherent degree of uncertainty. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we will participate. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. Adverse changes may occur as a result of soft global economic conditions, rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, or other factors affecting economic conditions in general. These changes may negatively affect our sales or increase our exposure to losses. These possible changes may also affect the ability of a company like us to raise sufficient capital in the US equity market in the future.

Risks Related to Regulation

Litigation and regulatory investigations may result in significant financial losses and harm to our reputation.

We face significant risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to unauthorized transactions, error transactions, breach of data privacy laws, breach of fiduciary or other duties. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory or criminal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, may remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate. A substantial liability arising from a lawsuit judgment or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant harm to our reputation, which could materially affect our prospects and future growth, including our ability to attract new agents as customers, retain current agents and their customers, and recruit and retain employees and agents.

As a result of our becoming a public company, we will become subject to additional reporting and corporate governance requirements that will require management time, resources and expense.

Since the Company's initial public offering commenced in January 2017, we have been obligated to file with the U.S. Securities and Exchange Commission annual and quarterly information and other reports that are specified in the U.S. Securities Exchange Act of 1934. We are also subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, all of which will impose significant compliance and reporting obligations upon us.

Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, evolving security standards, differing views of personal privacy rights or security breaches.

In the processing of our travel transactions, we receive and store a large volume of personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, typically intended to protect the privacy and security of personal information. It is also subject to evolving security standards for credit card information that is collected, processed and transmitted. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive and politicized issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel related data, as it pertains to individuals, as a result of differing views on the privacy of such data. Our business could be affected by public concerns in some parts of the world. Other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of operations.

Our business is regulated, and any failure to comply with such regulations or any changes in such regulations could adversely affect us.

We operate in a regulated industry. Our business, financial condition and results of operations could be adversely affected by unfavorable changes in or the enactment of new laws, rules and/or regulations applicable to us, which could decrease demand for products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations. Accordingly, such regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with the then current regulatory or licensing requirements or any interpretation of such requirements by the regulatory authority. Our failure to comply with any of these requirements or interpretations could have a material adverse effect on our operations.

From time to time, we may be involved in legal proceedings and may experience unfavorable outcomes.

We are, and in the future may be, subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

A slowdown or other adverse developments in the Canadian or the French economy may materially and adversely affect our customers, demand for our products and our business.

We are a holding company and our operations are entirely conducted in Canada and France. In addition, most of our revenues are currently generated from sales in Canada and France. Although the Canadian and French economies have grown 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 Canada or in France may materially reduce the demand for our products and have a materially adverse effect on the results of our operations.

Risks Relating to Our Common Stock

We are an emerging growth company and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies, but not to emerging growth companies, including, but not limited to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. Some of these exemptions are also available to us as a smaller reporting company (i.e. a company with less than $75 million of its voting equity held by non-affiliates). We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of The JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates. The decision to opt out is irrevocable.

Because the worldwide market value of our common stock held by non-affiliates, or public float, was below $75 million on the last day of our second fiscal quarter, we are also a “smaller reporting company” as defined under the Exchange Act. Some of the foregoing reduced disclosure and other requirements are also available to us because we are a smaller reporting company and may continue to be available to us even after we are no longer an emerging growth company under the JOBS Act but remain a smaller reporting company under the Exchange Act. As a smaller reporting company we are not required to:

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

present more than two years of audited financial statements in our registration statements and annual reports on Form 10-K; or

present any selected financial data in such registration statements and annual reports filings made by the Company.

Because we are subject to “penny stock” rules, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold pursuant to this Offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

Shareholders do not have pre-emptive rights, which will cause them to experience dilution if we issue additional securities.

At any time or times after this offering, we may issue and sell additional shares of our authorized but previously unissued shares of common stock, preferred stock, or common stock warrants on such terms and conditions as our Board of Directors, in its sole discretion, may determine without consent of our shareholders. Our shareholders do not have pre-emptive rights to acquire additional shares should we in the future issue or sell additional securities. Thus, we are not required to offer any existing shareholder the right to purchase his or her pro rata portion of any future issuance of securities and, therefore, upon the issuance of any additional securities by us hereafter, our shareholders will not be able to maintain their then existing pro rata ownership in our outstanding shares of common stock, preferred stock, or common stock warrants without additional purchases of securities at the price then set internally by us.

Because we do not intend to pay any dividends on our common stock, holders of our common stock must rely on stock appreciation for any return on their investment.

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. However, we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. However, security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock, which may adversely affect the market price of our common stock. If equity research analysts do provide research coverage of our common stock, the price of our common stock could decline if one or more of these analysts downgrade our common stock or if they issue other unfavorable commentary about us or our business. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, the Company’s business and management.

The percentage ownership information shown in the table below is calculated based on 15,186,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

		Amount and Nature
Title of		of Beneficial
Class	Name of Beneficial Owner	Ownership		Percentage
Common Stock	JING Wenjia		8,250,000		54.33	%
	Chief Executive Officer and Director.		Direct
Common Stock	ZHAO Hongxi		550,000		3.62	%
	Chief Financial Officer and Director		Direct

	All Officers and Directors as a Group		8,800,000		57.95	%

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

Elect or defeat the election of our directors;

Amend or prevent amendment of our articles of incorporation or bylaws;

Effect or prevent a merger, sale of assets or other corporate transaction; and

Affect the outcome of any other matter submitted to the stockholders for vote.

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 15,186,000 shares are issued and outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock, without consent of any of our stockholders. Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion by acquiring complementary businesses, acquiring or licensing additional brands, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified members for our Board of Directors.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act. The requirements of these rules and regulations increase our legal, accounting and financial compliance costs, may make some activities more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we will need to expend significant resources and provide significant management oversight. We have a substantial effort ahead of us to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate any deficiencies identified and test their operation. As a result, management’s attention may be diverted from other business concerns, which could harm our business, operating results and financial condition. These efforts will also involve substantial accounting-related costs.

As a result of these and other factors, our operating results may not meet the expectations of investors or public market analysts who choose to follow our Company. Our failure to meet market expectations would likely result in decreases in the trading price of our common stock.

Because our officers and directors live outside of the United States, you may have no effective recourse against them for misconduct and may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.

Our officers and directors live outside the U.S. As a result, it may be difficult for investors to enforce within the U.S. any judgments obtained against those officers and directors, or obtain judgments against them outside of the U.S. that are predicated upon the civil liability provisions of the securities laws of the U.S. or any state thereof. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors beginning on page 7, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section beginning on page 17, and the section entitled “Business Description” beginning on page 17, and as well as those discussed elsewhere in this prospectus. Other factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.

These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

TAX CONSIDERATIONS

We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. federal, state and any applicable foreign tax consequences relating to their investment in our securities.

USE OF PROCEEDS

We will not receive any proceeds from the sales of our common stock by the selling stockholders. All of the net proceeds from the sale of the common stock will go to the selling stockholders as described below in the sections entitled “Selling Stockholder” and “Plan of Distribution.” We have agreed to bear the expenses relating to the registration of our common stock for the selling stockholders.

DETERMINATION OF THE OFFERING PRICE

Our shares of common stock are currently listed for trading on the OTC Pink Market. On February 21, 2017, FINRA cleared the shares of Sinorama Corporation’s common stock to commence trading on the OTC Pink Market under the symbol “SNNN,” and our shares were approved for DTC Eligibility on April 24, 2017. Because the SEC does not consider the OTC Pink Market to be an active public marketplace, the selling shareholders cannot offer the shares covered by this prospectus for at-the-market sales. The selling stockholders will offer and sell our common stock at a fixed price of $1.50 per share, until a public market emerges for our common stock, and thereafter at prevailing market prices.

EXCHANGE RATE INFORMATION

An entity’s functional currency is the currency of the primary economic environment in which it operates. Normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Canadian dollar (“CAD”), except Sinorama Voyages bookkeeping transactions are the European Dollar (“EUR").

The reporting currency of these consolidated financial statements is the United States dollar (“US Dollars” or “$”). Assets and liabilities of Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are translated into U.S. dollars at the exchange rates published by the Bank of Canada at the balance sheet dates, revenues and expenses are translated into U.S. dollars at average exchange rates published by 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:

		September 30, 2017	September 30, 2016
		(CAD to USD/EUR to USD)	(CAD to USD/EUR to USD)
Assets and liabilities	period end exchange rate	0.8013/1.1813	0.7642/1.1239
Revenue and expenses	period weighted average	0.7657/1.1137	0.7568/1.1163

		December 31, 2016	December 31, 2015
		(CAD to USD/EUR to USD)	(CAD to USD/EUR to USD)
Assets and liabilities	period end exchange rate	0.7448/1.0553	0.7225/1.0858
Revenue and expenses	period weighted average	0.7550/1.1068	0.7821/1.1092

MARKET FOR OUR COMMON STOCK

Market Information

We have issued 15,186,000 shares of our common stock since our inception on June 30, 2016. There are no outstanding options, warrants, or other securities that are convertible into shares of common stock.

Our common stock was first quoted on the OTC Pink Market on April 12, 2017. It is currently listed under the symbol “SNNN.” The following table sets forth for the respective periods indicated the prices of the common stock, as reported by the OTC Pink Market. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

	Bid
Quarter Ending	High		Low
June 30, 2017	$	100.00	$	1.50
September 30, 2017	$	4.10	$	4.08

Our shareholders list contains the names of 132 registered stockholders of record of the Company’s Common Stock.

Our stock transfer agent is Island Stock Transfer: 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760; (727) 289-0010.

LEGAL MATTERS AND REGULATION

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Regulations

Our primary operating subsidiaries are located in Canada and France, and are regulated by Canadian and French laws. We are required to comply with all registrations and requirements for the issuance and maintenance of licenses required by the governing bodies, and to maintain all license fees and filings current.

In Canada, a travel operator company must follow the Consumer Protection Act and the Travel Agents Act. The Consumer Protection Act is intended to protect Quebecers in numerous areas where they function as consumers.

The Travel Agents Act is intended first to ensure that those who work in this industry respect the rules and second to protect consumers when a supplier defaults. Travel agents must be licensed and customers’ funds must be deposited in a trust account until suppliers are paid for services. Travel agents are also obliged to provide an individual security bond proportional to their turnover. Customers of Quebec travel agents are required to contribute to the Compensation Fund for Customers of Travel Agents, which is under the jurisdiction of the Office de la Protection du Consommateur. (According to the Laws and Regulations Applicable to the Travel Industry).

According to the above regulations, Vacances Sinorama Inc. must be licensed and customers’ funds must be deposited in a trust account until suppliers are paid for services. If the Canadian government finds that operating the business in Canada does not comply with its regulations, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties.

Sinorama Voyages is located in France, and we are regulated by French laws. We are required to comply with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and to maintain all license fee and filings current. If the French government finds that operating the business in France does not comply with its regulations, we could be subject to severe penalties.

Our Asian Tours cater to foreign travelers visiting China and other Asian countries. Once visitors arrive in China and other Asian countries, local suppliers will provide services for the customers. For Chinese travelers visiting Canada or France, we only provide local bus tour services. Therefore, we are not subject to People’s Republic of China (PRC) and other Asian countries law and regulations, but local suppliers are subject to PRC and other Asian countries law and regulations.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock since our inception, and our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. There are currently no restrictions that limit our ability to declare cash dividends on its common stock and we do not believe that there are any that are likely to do so in the future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 7, 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.

Our financial statements are stated in United States Dollars and are prepared in accordance with accounting principles generally accepted in the United States.

Business Description

SINORAMA CORPORATION (“Sinorama”, the “Company” “we” or “us”) was incorporated in the State of Florida on June 30, 2016. The Company principal corporate address is La Plaza Swatow, Office 518, P.O.Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. Our telephone number is 514-866-6888. Our website address is www.sinoramacorporation.com.

Sinorama Corporation is an integrated travel producer and seller which enjoys a good reputation within the tourism industry, with a team of 172 full time professionals and experienced employees. The Company provides Bus Tours, Asian Tours, as well as sales of third-party products such as air tickets, hotels and other travel products. Sinorama Corporation has achieved a combination of traditional tourism industry and E-commerce, while covering a wide range of business. We offer travel products and services primarily through the following distribution methods: the agency methods, online retail methods and offline store sales methods.

Under the agency methods, another travel agency acts as the agent in the transaction. It provides real-time search, pricing, booking, change and payment for travelers, Sinorama provides integrated itinerary creation for travelers, who use the services of agency methods for both leisure and business travel.

Under the online and offline sales methods, we provide real-time search, pricing, booking, change, payment and integrated itinerary creation for travelers, who use the services of online and offline travel methods for both leisure and business travel.

Bus Tour Services

Bus Tour Services are provided mostly by local tour operators. Sinorama conducts a rigorous process in designing travel products and services before selling these products to our customers, and we participate in the design of bus tours. We independently determine the prices charged to customers for bus tours, as well as the prices paid to suppliers and subcontractors, because we are the primary obligor in the arrangement as we are responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts we enter into with our customers. We are the party retained by and paid by our customers. In situations of customer disputes, where the customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of bus tours and we are responsible for refunding the customers their payments. Bus Tour revenues are recognized when customers depart from the trips. Revenues from bus tour services are recognized on gross basis, which represent amounts charged to and received from customers, as we are the primary obligor in the arrangement and bear the risks and rewards, including the customers’ acceptance of products and services delivered.

Asian Tour Services

Asian Tour Services are provided mostly by cross-border travel operators. Sinorama conducts a rigorous process in designing travel products and services before selling these products to our customers, and participates in the design of Asian tours. We independently determine the prices charged to customers for Asian tours, as well as the prices paid to suppliers and subcontractors, because we are primary obligor in the arrangement as we are responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts we enter into with our customers. We are the party retained by and paid by our customers. In situations of customer disputes, where the customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of Asian tours and we are responsible for refunding the customers their payments. The Company recognizes Asian tour services revenues and other travel-related services such as visa processing services on the date that tours or the flights departure, provided that evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the period, and collection of the resulting receivable is deemed probable. Customers are required to pay in full before flights departure.

Third Party Products Sales

The Company conducts a rigorous review in selecting travel products and services before selling these products to our customers. We independently determine the prices charged to customers for Third Party Products Sales, because we are the primary obligor in the arrangement as we are responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts we enter into with our customers. We are the party retained by and paid by our customers. In situations of customer disputes, where the customer files a complaint or demands a refund, we assume risks and responsibilities for the delivery of products and we are responsible for refunding the customers their payments. Revenue for third party products reservations is recognized at the time of the booking of the reservation. The third-party products are normally derived from air ticket, hotel reservation, cruise, and insurance.

Revenues have grown rapidly since 2013, primarily driven by sale of our self-developed Asian Tours products. Every year, over 10,000 tourists from North America, Europe, Australia and New Zealand traveled to Asia with Sinorama, while tens of thousands of tourists from China and around the world traveled with Sinorama in Canada, the United States and Europe. Sinorama is currently engaged in all facets of E-commerce development in the field of tourism, and has now established a strategic position for North American-European-Asian.

Our operating subsidiaries are Vacances Sinorama Inc. and Sinorama Voyages:

Vacances Sinorama Inc. (“Vacances Sinorama”), is a privately held, for-profit travel producer and seller, incorporated in Quebec, Canada in December 2004. Vacances Sinorama is a large integrated tour company providing Bus Tours, Asian Tours, air tickets, hotel reservations, cruises and other travel services to its customers worldwide. Vacances Sinorama facilitates travel commerce with online and offline travel businesses, targeting both the business to customer (“B2C”) and the business to business (“B2B”) travel marketplace. The office address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. We have 156 full time professional and experienced employees.

Sinorama Voyages (“Sinorama Voyages”) is a privately held, for-profit travel producer and seller, incorporated in France in February 2012, Sinorama Voyages is an integrated travel company providing Bus Tours, Asian Tours, air tickets and other services to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and offline travel businesses. Sinorama Voyages is providing both the B2C and B2B travel marketplace. The office address is 23-25 Road Berri, 75008 Paris. We have 16 full time professional and experienced employees.

Sourcing Product

We aggregate our tours from a wide variety of sources. Our principal Asian Tours, however, which accounted for 78% of our revenue in 2016, are primarily aggregated from a number of significant vendors. During 2016, our payments to each of the following vendors represented 5% or more of our cost of goods sold for the year: Flash Travel, Sinorama International Travel, Hubei Sinorama, Chongqing Yangtze Gold Cruise Co., Ltd. and Chongqing New Century. Each of those vendors is located in either the PRC or Hong Kong. None of those vendors is a related party to the Company.

Seasonality

Our quarterly results are likely to fluctuate because of seasonality in the leisure travel industry all over the world. Our business experiences fluctuations, reflecting seasonal variations in demand for leisure travel services. Sales of leisure travel products and services will increase in respect of holiday periods and decrease in respect of off-peak times and prices of leisure travel products and services are subject to fluctuation between peak seasons and low seasons. For example, we have historically experienced higher revenue from Bus Tours between May to October of the year, and lower revenue between November to April of the following year. We also have historically experienced higher revenue from Asian Tours between April to June and between September to November of the year, and lower revenue for the rest of the year, because many of our customers tend to travel during summer holidays. Consequently, our results of operations may fluctuate from quarter to quarter. Our rapid growth has tended to mask the seasonality of our business.

Marketing

We advertise our services through a multi-channel marketing program, which includes newspaper advertisements, email and online marketing, promotional shows on cable travel networks, and inclusion in travel-oriented websites. We frequently utilize large-size pop-up LED advertisements (e.g. on the facade of the NASDAQ building in Manhattan) to associate our brand with the aesthetic intrigue of Asian travel.)

In addition to our efforts in Canada and France, we are currently focused on expanding our customer base in the United States. Marketing in the U.S. is primarily carried out on our behalf by TravelZoo, Inc., a New York-based advertising company. During 2016 we had approximately 9,000 customers in the U.S.

Wholesale Distribution

Most of our marketing is direct to travelers. However, we also market to other travel agencies and aggregators. Several of these are related parties. See: "Related Transactions" later in this prospectus. Our sales to related parties are made on the same terms as we offer to unrelated third parties.

Reorganization

On June 30, 2016, Sinorama Corporation acquired all of the outstanding shares of Sinorama Tours by issuing 11,000,000 shares of the Company's common stock. Sinorama Tours owns the controlling interest in Vacances Sinorama and Sinorama Voyages. Both Sinorama Corporation and Sinorama Tours were under the control of Mr. Qian Hong and his wife, Ms. Jing Wenjia. Accordingly, we have treated the combination as a corporate restructuring (reorganization) of entities under common control. Thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and, in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. Since all of the subsidiaries were under common control for the entirety of the years ended December 31, 2016 and 2015, the results of these subsidiaries are included in the financial statements for both periods. Non-controlling interests in the subsidiaries are related parties and thus were not adjusted to fair value as a result of the reorganization.

Plan of Operations

Our operating subsidiaries were, at times, modestly profitable prior to 2016. For example, on a retroactive consolidated basis, we recorded $33,903 net income attributable to the Company for 2015. To expand the profit, however, we have to expand the operations - and that entails a period of inefficiency. In 2016, therefore, we raised $3.7 million of equity capital and began to expand our business through advertising and increased personnel. The 229% increase in advertising expenses in 2016, combined with a 42% increase in labor costs were the primary reasons that we recorded a net loss attributable to the Company of $2,734,665 in 2016.

We plan to continue to expand our operations, until we achieve the critical mass necessary for profitable operations. Over the next twelve months, we will concentrate on the following four areas to grow our operations:

●

Design new products– Seek to design some more new tour products to compete with competitors.

●

Advertising and Marketing – Work with several marketing companies to develop brand identity, marketing materials, and update our web site. Utilize all available marketing venues and public relations opportunities to promote the Company and its tour services.

●

Offer tours all over the world – We are committed to becoming the best Chinese tourism brand across the world. In the next year we plan to: (1) serve 35,000 customers worldwide with our Asia tours; (2) organize 10,000 Americans to visit China; (3) launch our Chinese outbound tourism business in North America and Europe.

●

Language skills training-The Company plans to engage and train over 200 tour leaders in the European, American and Chinese markets, covering such languages as English, French, German, Spanish, Japanese and Korean.

Operating Results

Results of Operations for the Years Ended December 31, 2016 and 2015

The following table shows key components of the results of operations during the year ended December 31, 2016 and 2015:

	For the Year Ended
	December 31,						Change
	2016			2015			$			%

Revenue:
Asian Tours	$	60,562,585		$	25,965,460		$	34,597,125			133	%
Bus Tours		9,611,893			8,065,250			1,546,643			19	%
Third party product sales		7,481,569			7,026,217			455,352			6	%
Total revenue		77,656,047			41,056,927			36,599,120			89	%
Cost of Sales		70,864,211			35,749,576			35,114,635			98	%
Gross Profit		6,791,836			5,307,351			1,484,485			28	%
Operating costs and expenses:
Salaries and employee benefits		3,638,470			2,559,362			1,079,108			42	%
Advertising and promotion		4,767,320			1,449,214			3,318,106			229	%
Rent and occupancy charges		291,409			236,848			54,561			23	%
Office and general		496,179			210,058			286,121			136	%
Bank charge and interest		1,406,860			990,026			416,834			42	%
Business taxes and licenses		27,210			42,974			(15,764	)		(37	)%
Professional fees		435,927			169,533			266,394			157	%
Depreciation of property and equipment		37,820			37,171			649			2	%
Insurance		32,920			7,221			25,699			356	%
Other expense		5,497			6,663			(1,166	)		(17	)%
Total operating costs and expenses		11,139,612			5,709,070			5,430,542			95	%
Losses from operations before other income and income taxes		(4,347,776	)		(401,719	)		(3,946,057	)		982	%
Other income		(211,349	)		66,109			(277,458	)		(420	)%
Losses from operations before income taxes		(4,559,125	)		(335,610	)		(4,223,515	)		1,258	%
Income tax		(56,954	)		36,625			(93,579	)		(256	)%
Net loss		(4,502,171	)		(372,235	)		(4,129,936	)		1,109	%
Comprehensive loss	$	(4,256,976	)	$	(267,803	)	$	(3,989,173	)		1,490	%

Our revenue increased by 89% in 2016, compared to 2015, primarily due to a 133% increase in sales of Asian Tours, the largest component of our business - Asian Tours accounted for 78% of our sales during 2016. During 2016 28,270 customers purchased an Asian Tour, an increase of 16,290 customers, or 136%, from the number of customers for our Asian Tours in 2015. The 1.1% reduction in revenue-per-customer reported for Asian Tours in 2016 reflected our efforts to expand volume by offering very competitive sales prices.

Revenue from Bus Tours increased by 19% from 2015 to 2016, and revenue from Third Party Product sales increased by only 6%. The much higher growth rate for Asian Tours compared with Bus Tours and Third-Party Products reflects our decision to focus capital resources on our Asian Tours products and Canadian operations. As a result, the revenue of Vacances Sinorama grew 114% from 2015 to 2016, while the revenue of Sinorama Voyages grew only 33%.

Despite the 89% increase in revenue from 2015 to 2016, our gross profit increased only 28%, as gross margin fell from 12.9% in 2015 to 8.7% in 2016. This reduction was the result of a calculated decision to promote the Sinorama brand as a location for better service and lower prices than that offered by competitive travel agencies. We plan to continue to price our products aggressively until we reach a level of market share at which we can operate profitably even with a small gross margin but can also reduce the pressure on our prices without losing our competitive advantage.

Our operating expenses increased by 95% from 2015 to 2016, due to our decision to devote capital resources to the expansion of our operations. We added 28 employees, which caused salaries and employee benefits to increase by $1,079,108, or 42%. That increase in employee head-count, however, allowed us to promote the benefits of our customer service, particularly our expansive ability to provide customer service in multiple languages, which we look to as the foundation for our acquisition of market share.

The most significant increase in operating expenses, however, was the 229% increase in advertising and promotion expense from 2015 to 2016. While the 89% increase in our revenue from 2015 to 2016 can be, in large part, attributed to the increase in marketing efforts, we expect to see benefits from 2016 advertising expenses accruing in coming years, as we are aggressively planting an awareness of our brand in the public consciousness. Since travel is more often a planned expenditure than an impetuous one, much of the goal of our advertising expenditures has been to cause potential customers to remember us when the time comes for their travel decision. This process requires, therefore, that we make investments today in brand promotion that will only fully flower in future years.

Among the other significant additions to our operating costs and expenses in 2016 were:

a 42% increase in bank charge and interest, to $1,406,860, most of which is attributable to credit card fees, which increased as our sales increased;

a 136% increase in office and general expense, to $496,179, attributable to the increase in our personnel and overall expansion of our operations; and

a 157% increase in professional fees to $435,927, primarily attributable to the fees incurred in connection with our corporate reorganization completed in June 2016 and fees incurred in connection with the filing of the registration statement of which this prospectus is a part.

After deducting our total operating expenses ($11,139,612 in 2016 and $5,709,070 in 2015), adjusting for a relatively minor amount of other income (expense), and taking into account a small amount of income tax expense/benefit, we recorded a net loss of $4,502,171 in 2016 and a net loss of $372,235 in 2015. However, Sinorama Corporation owns, indirectly, only 66.7% of Vacances Sinorama and only 51% of Sinorama Voyages. As a result, the share of the losses incurred by those subsidiaries that is allocable to the minority interest is deducted from our loss as a net loss attributable to non-controlling interest. The remainder, the net gain (loss) attributable to the Company, was a net loss of $2,734,665 for 2016 and a net gain of $33,903 for 2015. If and when our operating subsidiaries again become profitable, we will deduct from those profits on our Statements of Operations the portion of the profits attributable to the minority interests.

Our reporting currency is the U.S. dollar. The local currencies of our operating subsidiaries, the Canadian dollar and the Euro, are our functional currencies. Results of operations and cash flow are translated at average exchange rates during the period being reported upon, and assets and liabilities are translated at the unified exchange rate quoted by the Bank of Canada on the balance sheet date. Translation adjustments resulting from this process are included in other comprehensive income. For 2016 and 2015, foreign currency translation adjustments of $(133,708) and $(62,537), respectively, have been reported as other comprehensive loss attributable to the Company in the consolidated statement of operations and comprehensive loss.

Results of Operations for the Nine Months Ended September 30, 2017 and 2016

The following table shows key components of the results of operations during nine months ended September 30, 2017 and 2016:

	Nine Months Ended
	September 30,					Change
	2017 (Unaudited)		2016 (Unaudited)			$			%

Revenue:
Asian Tours	$	51,209,181	$	41,390,673		$	9,818,508			24	%
Bus Tours		10,786,106		7,866,572			2,919,534			37	%
Third party product sales		6,626,844		5,680,878			945,966			17	%
Total revenue		68,622,131		54,938,123			13,684,008			25	%
Cost of Sales		58,317,071		49,070,761			9,246,310			19	%
Gross Profit		10,305,060		5,867,362			4,437,698			76	%
Operating costs and expenses:
Salaries and employee benefits		3,561,040		2,788,733			772,307			28	%
Advertising and promotion		4,570,046		3,027,017			1,543,029			51	%
Rent and occupancy charges		173,512		229,670			(56,158	)		(24	)%
Office and general		374,987		250,613			124,374			50	%
Bank charge and interest		1,276,224		983,460			292,764			30	%
Business taxes and licenses		17,398		5,410			11,988			222	%
Professional fees		123,972		104,327			19,645			19	%
Depreciation of property and equipment		32,567		28,494			4,073			14	%
Insurance		41,294		25,192			16,102			64	%
Other expense		3,704		4,870			(1,166	)		(24	)%
Total operating costs and expenses		10,174,744		7,447,786			2,726,958			37	%
Losses from operations before other income and income taxes		130,316		(1,580,424	)		1,710,740			(108	)%
Other income (expense)		581,500		51,299			530,201			1034	%
Losses from operations before income taxes		711,816		(1,529,125	)		2,240,941			(147	)%
Income tax		-		131,485			(131,485	)		(100	)%
Net income (loss)		711,816		(1,660,610	)		2,372,426			(143	)%
Comprehensive loss (income)	$	96,054	$	(1,114,439	)	$	1,210,493			(109	)%

Our revenue increased by 29% in the third quarter of 2017 and by 25% in the first nine months of 2017, compared to the like periods of 2016. The overall growth rate was much lower than we experienced during the entirety of 2016, primarily due to a significant fall-off in revenue from our French operations. Whereas net sales by our Canadian operations increased 41% from the first nine months of 2016 to the first nine months of 2017, net sales by our French operations fell 42% in the same periods. The significant fall-off in revenue from our French operations was mainly due to a series of terrorist attacks in Europe that reduced tourism and the fact that tourists were inhibited from traveling in France during the French election campaign of 2017.

Although Bus Tours reported the largest percentages of revenue growth, 27% in the third quarter and 37% in the first nine months of 2017, bus tours represent only a modest portion of our business: 26% of third quarter revenue and less than 16% of revenue in the first nine months of 2017. Our Asian Tours, which produce the majority of our revenue, generated 33% growth in the third quarter and 24% growth in the first nine months of 2017. The 33% growth in third quarter revenue from Asian Tours resulted from a 36% increase in the number of customers for those tours; the 24% growth during the nine months period resulted from a 32% increase in customers for the Asian Tours. The 5% reduction in revenue per customer for our Asian Tours experienced in the first nine months of 2017 reflected our efforts to expand volume by offering very competitive sales prices.

Our gross profit increased by 200% in the third quarter of 2017 and by 76% in the first nine months of 2017. The increase in gross profit substantially exceeded the increase in revenue due to increases in gross margin: from 9% in the third quarter of 2016 to 20% in the third quarter of 2017, and from 11% in the first nine months of 2016 to 15% in the first nine months of 2017. The increases in gross margin were mainly the result of improved margins on our Asian Tours and the increased percentage of our nine months revenues attributable to higher-margin Bus Tours. Our operating expenses increased by 11% in the third quarter and 37% in the first nine months of 2017, compared to the same periods of 2016. The increases were due to our decision to devote capital resources to the expansion of our operations. We added 25 employees in the first nine months of 2017 as compared with the same period of 2016, which caused salaries and employee benefits to increase by $772,307, or 28%. That increase in employee head-count, however, allowed us to promote the benefits of our customer service, particularly our expansive ability to provide customer service in multiple languages, which we look to as the foundation for our acquisition of market share.

The most significant increase in operating expenses, however, occurred in advertising and promotion expense: an increase of 14% to $1,568,414 in the third quarter of 2017 and 51% in the first nine months of 2017. While the 25% increase in our revenue from the first nine months of 2016 to the first nine months of 2017 can be, in large part, attributed to the increase in marketing efforts, we expect to see benefits from 2017 advertising expenses accruing in coming years, as we are aggressively planting an awareness of our brand in the public consciousness. Since travel is more often a planned expenditure than an impetuous one, much of the goal of our advertising expenditures has been to cause potential customers to remember us when the time comes for their travel decision. This process requires, therefore, that we make investments today in brand promotion that will only fully flower in future years.

Among the other significant additions to our operating costs and expenses in the first nine months of 2017 were:

	·	a 30% increase in bank charges and interest, to $1,276,224, most of which is attributable to credit card fees, which increased as our sales increased; and

	·	a 50% increase in office and general expense, to $374,987, largely attributable to the increase in our personnel and overall expansion of our operations.

Our total operating expenses ($3,357,992 in the third quarter of 2017 and $10,174,744 in the first nine months of 2017) were partially offset by net other income ($584,183 in the third quarter of 2017 and $581,500 in the first nine months of 2017), the majority of which was realized as gain on currency exchange among our subsidiaries. In addition, by applying the deficits that we had accumulated in prior years, we were able to avoid any provision for income taxes in the first nine months of 2017. Therefore, we recorded net income of $2,785,358 in the third quarter of 2017 (compared to net loss of $1,278,191 in the third quarter of 2016) and net income of $711,816 for the first nine months of 2017 (compared to a net loss of $1,660,610 in the first nine months of 2016). However, Sinorama Corporation owns, indirectly, only 66.7% of Vacances Sinorama and only 51% of Sinorama Voyages. As a result, the share of the net income and net loss incurred by those subsidiaries that is allocable to the minority interest is deducted from our income or loss as net income or net loss attributable to non-controlling interest. The remainder, the portion attributable to the Company, was net income of $1,791,875 ($.12 per share) for the third quarter of 2017 and a net income of $432,564 ($.03 per share) for the first nine months of 2017, compared to net loss attributable of $846,659 and $1,154,692 in the three and nine months ended September 30, 2016.

Our reporting currency is the U.S. dollar. The local currencies of our operating subsidiaries, the Canadian dollar and the Euro, are our functional currencies. Results of operations and cash flow are translated at average exchange rates during the period being reported upon, and assets and liabilities are translated at the unified exchange rate quoted by the Bank of Canada on the balance sheet date. Translation adjustments resulting from this process are included in other comprehensive income. For three and nine months ended September 30, 2017, foreign currency translation adjustments of $(157,431) and $(363,204), respectively, have been reported as other comprehensive loss attributable to the Company in the consolidated statement of operations and comprehensive loss.

Liquidity and Capital Resources

As of September 30, 2017, the Company had $4,686,303 in cash and cash equivalents (include $1,321,286 in cash restricted by Canadian laws that require travel agents to maintain certain deposits relative to their unfulfilled sales). At the same time, we had a working capital deficit of $4,669,025, which had decreased by $712,094 during the first nine months of 2017, primarily due to our private sales of common stock. The primary factors determining our working capital deficit at September 30, 2017 were customer deposits of $33,893,902 representing prepayment by customers of tours they have booked, partially offset by our prepayment and deferred expense asset totaling $21,144,546, most of which represents our prepayment to vendors for those tours. Customer deposits exceed our prepayments because we generally require customers to deposit the full cost of a trip some time in advance of departure, but our vendors do not require us to pay in full until the customer disembarks from the tour. The difference of $12,749,356 between customer deposits and Company prepayments will have to be funded by cash flow from future operations, at least to the extent of the $8,063,053 by which it exceeds our September 30, 2017 cash resources.

Our operations used $4,205,244 in cash during the first nine months of 2017. The use of cash reflects our strategic decision to utilize our cash resources to fund promotion of our brand and improvements in customer service, so as to achieve a significant position in the travel market. The primary use of cash was an increase of $10,448,854 in our prepayments, only partially offset by customer deposits of $8,883,479. This reversal of the usual balance between prepayments and customer deposits tends to occur during our third quarter, as a result of the seasonality of sales, and is usually corrected in the fourth quarter. In addition, we used $2,194,736 to repay related parties and $2,799,320 to fund the operations of related parties. These related party transactions reflect our practice of doing business with travel business owned by our Chairman and/or CEO in order to obtain the benefits of their contacts within the international travel industry.

In the first nine months of 2016, the use of $3,173,663 in cash for operations was primarily the result of the seasonality of sales described above, as we increased our customer deposits by only $5,082,595 but made prepayments of $8,815,114. For the entirely of 2016, the increase in our customer deposits exceeded the increase in our prepayments by $8,987,992.

The Company's operations require very little in fixed assets - at September 30, 2017 the total of net value fixed assets was $296,381. This enables the Company to devote its cash resources to operations, with cash used in purchase of property and equipment being only $73,764 in the first nine months of 2017 and $100,691 in the first nine months of 2016.

We anticipate that our future liquidity requirements will arise from the need to fund our growth and pay current obligations. For the near term, we expect our operations to continue to use cash. Therefore, the primary sources of funding for our cash requirements are expected to be funds obtained from equity offerings and/or debt financing. However, we have no commitments at this time for such financing, and we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, so as to remain a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.

DESCRIPTION OF PROPERTY

In June, 2016 Vacances Sinorama leased a new office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately $61,669 in lease deposits, and is committed to make monthly lease payments for 120 months as following:

Period		Per month
Jun-16	May-17	rent-free
Jun-17	May-20		18,120
Jun-20	May-21		19,932
Jun-21	May-22		21,925
Jun-22	May-23		24,118
Jun-23	May-24		25,324
Jun-24	May-25		26,590
Jun-25	May-26		27,919
Jun-26	May-27		29,315

The office address is full 4^th floor of the La Plaza Swatow, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. We use it primarily for our information technology, e-commerce operations and marketing.

Vacances Sinorama also leases office space under non-cancellable operating lease agreements that expire in December 2021. Under the terms of the lease, Vacances Sinorama paid approximately $21,401 in lease deposits and has committed to lease and management fee payments of approximately $12,514 per month for 60 months from March 2016. The office address is La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9. We use it primarily for our airline ticket operations and our Asia Tour Department

In July 2015, Vacances Sinorama entered into a lease agreement for the premises of its bus tour department. Under the terms of the lease, Vacances Sinorama paid approximately $14,739 in lease deposits and has is committed to lease and management fee payments of approximately $5,318 per month for 60 months. The office address is 988 Clark Street, Montreal, QC H2Z 1J9. We use it primarily for our Bus Tour Department.

In February, 2015 Sinorama Voyages leased office space under non-cancellable operating lease agreements. Under the terms of the lease, Sinorama Voyages paid approximately $14,640 in lease deposits, and has committed to lease payments of approximately $4,880 per month. Under terms of the lease agreement, as renewed in February, 2016, Sinorama Voyages is committed to lease payments of approximately $4,925 per month for 96 months. The office address is 23-25 Road Berri, 75008 Paris, France.

The Company does not own any real property. We believe the premises now under lease will be adequate for our operations for the foreseeable future.

REPORTS TO SECURITY HOLDERS

We are currently a reporting company under the Rules of the Securities and Exchange Commission. As such, we are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We will also make these reports available on our website: www.sinoramacorporation.com

MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position of each of our directors and executive officers:

Name and Address*	Age	Position/Title
QIAN Hong	45	President, Chairman of the Board
JING Wenjia	45	Chief Executive Officer and Director
ZHAO Hongxi	51	Chief Financial Officer and Director

The business address for QIAN Hong and JING Wenjia is La Plaza Swatow, Office 518, P.O.Box 008, 998 Boulevard Saint-Laurent, Montreal, Quebec. H2Z 9Y9.

The business address for ZHAO Hongxi is 23-25 Rue de Berri, 75008 Paris.

QIAN Hong, age 45, President/Director

Mr. QIAN is our founder and has served as our president and director since we were organized in June 2016. Mr. QIAN was one of the co-founders of our subsidiary, Vacances Sinorama Inc., and served as President of that entity since 2005. From 2000 to 2005, Mr. QIAN served as Tour Leader of Huamin Company France, a travel company. Mr. QIAN served as Travel Managing Operator of Xi’an Holiday Travel Agency from 1994 to 1999. Mr. QIAN provides hands-on leadership, strategic direction and operations management with a focus on business development, exceptional quality service and fiscal accountability. Mr. QIAN studied French Language and Literature in Collège Jean Mennais, studied French Language and Literature in Xi’an International Studies University and obtained College Diploma of Commerce and Economics from Henan University of Finance and Economics. He can speak Mandarin, French and English. Mr. QIAN does not, and has never served as an officer or director of any company required to file periodic reports with the Securities and Exchange Commission.

Ms. JING Wenjia, age 45, Chief Executive Officer/Director

Ms. JING has served as our Chief Executive Officer and Director since we were organized in June 2016. Ms. JING is one of the cofounders of Vacances Sinorama Inc., and served as chief executive officer of that entity since 2005. She was responsible for travel operations, budget development, analysis and oversight; marketing including volume growth/program development; expense control; policy and procedure development and implementation; and process development to facilitate regulatory compliance. She has more than 20 years in the travel industry. Formerly, Ms. Jing was the Travel Managing Operator of Sino-France Economic and Cultural Center, served as a part-time Tour Guide for a travel agency in Shaanxi, China and an employee of Shaanxi Local Product Import and Export Cooperation. Ms. JING studied French and English Language and Literature in Xi'an International Studies University, and attended Training Certificate in Consecutive and Simultaneous Conference Interpreting in European Commission Joint Interpreting and Conference Service. She can speak Mandarin, Cantonese, French and English. Ms. JING does not, and has never served as an officer or director of any company required to file periodic reports with the Securities and Exchange Commission.

Mr. ZHAO Hongxi, age 51, Chief Financial Officer/Director

Mr. ZHAO has served as our Chief Financial Officer and Director since we were organized in June 2016. Since 2012, Mr. ZHAO has served as general director of Sinorama Voyages. From 1999 to 2011, he served as director of Office of Consultation and management, CGSA, Paris. Previously, he was employed as Economic Assistant and interpreter by the of the Economic Department of the Chinese Embassy in Dakar, Senegal. He also served as an interpreter and translator in French for the Institute of Information Studies and Research of the National Automotive Technical Research Centre in Tianjin, China. Mr. Zhao earned a Master degree in Operational Marketing from Private High School of Computer Science and Management in Paris, France. He obtained a Master degree in French letter and civilization from Guangdong University of Foreign Studies in Guangzhou City, China. Mr. Zhao can speak Mandarin, French and English. Mr. ZHAO does not, and has never served as an officer or director of any company required to file periodic reports with the Securities and Exchange Commission.

Our Chief Executive Officer and Director, JING Wenjia, is wife of QIAN Hong, our President and Director.

Our directors hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until resignation or removal by the board.

Legal Proceedings Involving Officers and Directors

To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

	·	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
	·	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

	·	Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
	·	Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
	·	Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

Audit Committee

Due to the small size of our Board and the early stage of our operations, we have not yet appointed an audit committee, nor have we appointed an audit committee financial expert to our Board of Directors. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.

Compensation Committee

We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee.

Code of Ethics

We do not presently have a code of ethics. However, we intend to adopt such a code of ethics in the future.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all compensation awarded to, earned by, or paid by Sinorama Corporation or its subsidiaries to its Chief Executive Officer during the past three fiscal years. There was no other officer or employee whose compensation for fiscal year 2016 exceeded $100,000.

											Non-Equity		Non-qualified
											Incentive		Deferred		All
Name and							Stock		Option		Plan		Comp.		Other
Principal			Salary		Bonus		Awards		Awards		Comp.		Earnings		Comp.		Total
Position	Year		($)*		($)		($)		($)		($)		($)		($)		($)
JING Wenjia		2016		60,727		-		-		-		-		-		-		60,727
		2015		43,923		-		-		-		-		-		-		43,923
		2014		50,842														50,842

Amounts of compensation for 2016 and 2015, reported in the table above, represent accrued compensation. The manner and timing of payments of the accrued compensation will depend on the future financial conditions of the Company.

Securities Authorized for Issuance under Equity Compensation Plans

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

Outstanding Equity Awards

No individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since our inception.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

We have not entered into any employment or other contracts or arrangements with our executive officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no compensation arrangements for directors, officers, employees or consultants that would result from a change-in-control.

Compensation of Directors

We have no formal plan for compensating our directors for their services as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of Sinorama Corporation other than services ordinarily required of a director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 30, 2016, we acquired the issued and outstanding capital stock of Sinorama Tours Co., Ltd, a privately held Limited Liability Company registered in Samoa (“Sinorama Tours”) in exchange for eleven million (11,000,000) shares of our common stock issued to the prior shareholders of Sinorama Tours. Two of the shareholders of Sinorama Tours are also officers and directors of Sinorama Corporation: Jing Wenjia, who received 8,250,000 shares of Sinorama Corporation in the share exchange, and Zhao Hongxi, who received 550,000 shares.

During the current and past fiscal years, the subsidiaries of Sinorama Corporation have sold travel products to several entities that are controlled by members of our Board of Directors. As a result, there was $7,092,622 due to Sinorama Corporation and subsidiaries from related parties as of September 30, 2017, and $3,563,858 due as of December 31, 2016. All of the debts are non-interest-bearing and payable on demand. The principal relationships are:

As of September 30, 2017 and December 31, 2016, the Company has a balance due from Sinorama Reisen GmbH, which is 65% owned by the Company's Chief Executive Officer (JING Wenjia), of $3,655,516 and $1,469,472, respectively. The amount is the prepayment for the supplier in China, in order to reserve tour availabilities. The prepayment is non-interest bearing, payable on demand.

As of September 30, 2017 and December 31, 2016, the Company has a balance due from Sinorama Holiday Inc., which is 40% owned by the Company's Chairman (QIAN Hong) and 20% owned by the Company's Chief Executive Officer (JING Wenjia), of $1,231,831 and 1,154,894, respectively. It was for purchasing travel products from Vacances Sinorama. It is non-interest bearing and due on demand.

As of September 30, 2017 and December 31, 2016, the Company had a balance due from Sinorama Group LLC., which is 100% owned by the Company's Chairman (QIAN Hong), of $1,563 and $1,453, respectively.

As of September 30, 2017 and December 31, 2016, the Company had a balance due from Sinorama Holiday Limited, which is 51% owned by the Company's Chairman (QIAN Hong), of $1,696,718 and $935,418, respectively. It was for purchasing travel products from Sinorama Vacances. It is non-interest bearing and due on demand.

As of September 30, 2017 and December 31, 2016, the Company had a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Company's Chairman (QIAN Hong), of $nil and $1,423,231, respectively. Such payments were required by suppliers in China to be made in advance, in order to book tour availabilities. The amount is non-interest bearing and due on demand.

As of September 30, 2017 and December 31, 2016, the Company had a balance due to Simon Qian, who is the Chairman of the Company, and JING Wenjia, who is the Chief Executive Officer of the Company. The Company had a balance due to Simon Qian & Jing Wenjia of $10,230 and $9,650, respectively. It was temporary borrowings between the Company and management. It is non-interest bearing and due on demand.

Except as described above, there was no transaction during the past fiscal year nor any currently proposed transaction, in which the value exceeded $120,000, where it appears a related person had a material interest.

PLAN OF DISTRIBUTION

We are registering 486,000 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 $1.50 per share, until a public market emerges for our common stock and, thereafter, at prevailing market prices. These sales may be affected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

On any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

In the over-the-counter market;

In transactions otherwise than on these exchanges or systems or in the over-the-counter market;

Through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

Block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

An exchange distribution in accordance with the rules of the applicable exchange;

Privately negotiated transactions;

Short sales made after the date the Registration Statement is declared effective by the Commission;

Broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

A combination of any such methods of sale; and

Any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer, donate and pledge the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. See: "Shares Eligible for Future Resale: Rule 144" later in this prospectus.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the resale registration of the shares of common stock, including, without limitation, SEC filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any.

SELLING STOCKHOLDERS

This prospectus covers offers and sales of up to 486,000 shares of our common stock, which may be offered from time to time by the selling stockholder identified in this prospectus.

The table below identifies each selling stockholder and shows the number of shares of common stock beneficially owned by the selling stockholder before and after this offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily mean that each such selling stockholder will sell all or any of its shares of common stock. We assume that all shares covered by this prospectus will be sold by each such selling stockholder and that no additional shares of common stock will be bought or sold by the selling stockholder.

The following table sets forth the name of each selling stockholder, and, if applicable, the nature of any position, office, or other material relationship which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of our common stock beneficially owned by such stockholder before the offering, the amount being offered for the stockholder’s account, and the amount to be owned by such stockholder after completion of the offering.

Name of Selling Stockholder and Position, Office or Material Relationship with Sinorama	Common Shares owned by the Selling		Percent beneficially owned before			Total Shares to be Registered Pursuant		Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding)
Corporation	Stockholder		Offering			to this Offering		# of Shares		% of Class
Qian Liping		20,000		0.1	%		20,000		0		-
Liu RuoZhi		20,000		0.1	%		20,000		0		-
Gu XiaoChun		40,000		0.3	%		40,000		0		-
Zhou Jing		20,000		0.1	%		20,000		0		-
Chen, Jianzhong		40,000		0.3	%		40,000		0		-
Lu Yue		21,000		0.1	%		21,000		0		-
Kuai Xuejia		20,000		0.1	%		20,000		0		-
Li Li		20,000		0.1	%		20,000		0		-
Chen Xiaoming		20,000		0.1	%		20,000		0		-
Qian Yu		40,000		0.3	%		40,000		0		-
Zhu Hao		20,000		0.1	%		20,000		0		-
Lu Zhiliang		120,000		0.8	%		120,000		0		-
Ma Hui		35,000		0.2	%		35,000		0		-
Xu Shi		20,000		0.1	%		20,000		0		-
Chen Qiwen		10,000		0.1	%		10,000		0		-
Fortin Pascal		20,000		0.1	%		20,000		0		-
Total		486,000					486,000		0		-

The selling stockholder has not held any position or office with us or any of our affiliates, nor has had any other material relationship (other than as a purchaser of securities) with us or any of our affiliates or predecessors within the past three years. Furthermore, none of the selling stockholders is a registered broker-dealer or an affiliate of a registered broker-dealer.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock for (1) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; (2) each of our executive officers; (3) each of our directors; and (4) all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address for each person listed in the table is c/o Sinorama Corporation, La Plaza Swatow, Office 518, P.O. Box 008, 998 Blvd, Saint-Laurent, Montreal, QC H2Z 9Y9.

The percentage ownership information shown in the table below is calculated based on 486,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Beneficial Owner	*Amount and Nature* *of Beneficial* *Ownership⁽¹⁾*			*Percentage* *of Class*
Jing Wenjia		8,250,000			54.3	%
Qian Hong		8,250,000	⁽²⁾		54.3	%
Zhao Hongxi		550,000			3.6	%
All officers and directors as a group (3 persons)		8,800,000			57.9	%

___________________________

⁽¹⁾ Ownership is of record and beneficial, unless otherwise indicated.

⁽²⁾ Includes 8,250,000 shares owned of record by Jing Wenjia, his spouse.

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

On November 10, 2016 we filed a registration statement on Form S-1 to permit 116 of our non-affiliated shareholders to resell a total of 5,900,000 shares of common stock that they had acquired, either as a result of the corporate reorganization in June 2016 or by purchase from the Company. The prospectus included in that registration statement, as amended, was declared effective on January 9, 2017. An amended prospectus was declared effective on August 8, 2017, and remains effective. No shares have been sold pursuant to that registration statement.

Except as noted in the preceding paragraph and other than the shares covered by the registration statement of which this prospectus is a part, we have not registered any securities for sale by security holders under the Securities Act. None of our stockholders are entitled to registration rights, other than those included in this prospectus or in the previously filed registration statement.

DESCRIPTION OF CAPITAL STOCK

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share.

The holders of our common stock:

Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

Do not have pre-emptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights; and

Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The shares of common stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or “ pari passu,” each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered owner and may exercise such vote either in person or by proxy. A simple majority vote by our shareholders is required to take action. To the knowledge of our management, at the date hereof, our officers and directors are the only persons to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See “Security Ownership of Certain Beneficial Owners and Management.”

We refer you to our Articles of Incorporation and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable statutes of the State of Florida for a more complete description of the rights of holders of our securities.

As of the date of this prospectus, there were 15,186,000 shares of the Company’s common stock issued and outstanding held by 132 shareholders.

Preferred Stock

We do not have any preferred stock authorized, issued or outstanding.

Options, Warrants and Rights

There are no outstanding options, warrants, or rights to purchase any of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Transfer Agent

The stock transfer agent for our securities is Island Stock Transfer, 15500 Roosevelt Blvd, Suite 301, Clearwater, FL 33760. Its telephone number is (727) 289-0010.

SHARES ELIGIBLE FOR FUTURE RESALE

As of the date of this prospectus, we have outstanding an aggregate of 15,186,000 shares of our common stock. Of these shares, 5,900,000 may be resold by shareholders using a prospectus declared effective by the Securities and Exchange Commission on August 8, 2017, and 486,000 shares may be resold by the selling shareholders using this prospectus.

The remaining 8,800,000 restricted shares of common stock are owned by our executive officers and directors, known as our “affiliates,” and may not be resold in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 of the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is one of our affiliates, or has been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell his or her securities, provided that he or she sells an amount that does not exceed 1% of the number of shares of our common stock then outstanding (or, if our common stock is listed on a national securities exchange, the average weekly trading volume of the shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale), subject to the continued availability of current public information about us, compliance with certain manner of sale provisions, and the filing of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Our financial statements for the period from January 01, 2015 through December 31, 2016, included in this prospectus, have been audited by Anton & Chia, LLP, as set forth in its report included in this prospectus.

LEGAL REPRESENTATION

Our counsel, Robert Brantl, Esq., 52 Mulligan Lane, Irvington, NY 10533, has issued an opinion about certain legal matters with respect to the securities.

WHERE YOU CAN FIND MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1, of which this prospectus is a part, covering the securities being offered in this offering. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement. For further information regarding both our Company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10am and 3pm, and on the SEC Internet site at http:\\www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	Page

SINORAMA CORPORATION

Report of Independent Registered Public Accounting Firm	F -2

Consolidated Balance Sheets as of December 31, 2016, and 2015	F -3

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2016 and 2015	F -4

Consolidated Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2016 and 2015	F -5

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015	F- 6

Notes to Consolidated Financial Statements	F -7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of

SINORAMA CORPORATION

We have audited the accompanying consolidated balance sheets of SINORAMA CORPORATION and subsidiaries ("the Company") as of December 31, 2016, and 2015 and the related consolidated statements of income and comprehensive loss, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016, and 2015 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ ANTON & CHIA, LLP
Certified Public Accountants

Newport Beach, CA

March 31, 2017

F-2

SINORAMA CORPORATION

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

	December 31,			December 31,
	2016			2015

Assets
Current Assets:
Cash and cash equivalents	$	6,181,785		$	3,265,776
Restricted cash		2,371,212			2,560,354
Short term investment		210,148			901,663
Accounts receivable		233,361			57,624
Amount due from related parties		3,563,858			655,853
Prepayments & deferred expenses		9,234,410			9,318,623
Other receivable		728,887			162,050
Total current assets		22,523,661			16,921,943

Long term deposits		2,065,019			2,079,926
Property and Equipment, net		235,173			149,675
Total assets	$	24,823,853		$	19,151,544

Liabilities and shareholders’ equity
Current Liabilities:
Accounts payable and accrued liabilities	$	3,373,444		$	1,225,328
Customer deposits		22,772,259			13,353,708
Payroll payable		123,644			120,500
Amount due to related party		1,435,433			6,761,508
Taxes payable		-			1
Other payable		-			14,450
Total current liabilities		27,704,780			21,475,495
Total liabilities	$	27,704,780		$	21,475,495

Shareholders’ deficit
Common stock; $0.001 par value, 100,000,000 shares authorized; 14,700,000 and 11,000,000 and issued and outstanding at December 31, 2016 and 2015, respectively		14,700			11,000
Additional paid-in capital		4,483,102			786,802
Accumulated Deficits		(4,750,659	)		(2,015,994	)
Accumulated other comprehensive income		387,917			254,209
Total shareholders’ deficit of the Company		135,060			(963,983	)
Non-controlling interest		(3,015,987	)		(1,359,968	)
Total shareholders’ deficit		(2,880,927	)		(2,323,951	)
Total liabilities and shareholders’ deficit	$	24,823,853		$	19,151,544

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

	For The Year Ended December 31,
	2016			2015

Revenue:
Asian Tours	$	60,562,585		$	25,965,460
Bus Tours		9,611,893			8,065,250
Third party product sales		7,481,569			7,026,217
Total revenue		77,656,047			41,056,927
Cost of Sales		70,864,211			35,749,576
Gross Profit		6,791,836			5,307,351
Operating costs and expenses:
Salaries and employee benefits		3,638,470			2,559,362
Advertising and promotion		4,767,320			1,449,214
Rent and occupancy charges		291,409			236,848
Office and general		496,179			210,058
Bank charge and interest		1,406,860			990,026
Business taxes and licenses		27,210			42,974
Professional fees		435,927			169,533
Depreciation of property and equipment		37,820			37,171
Insurance		32,920			7,221
Other expense		5,497			6,663
Total operating costs and expenses		11,139,612			5,709,070
Losses from operations before other income and income taxes		(4,347,776	)		(401,719	)
Other income(expense)		(211,349	)		66,109
Losses from operations before income taxes		(4,559,125	)		(355,610	)
Income tax		(56,954	)		36,625
Net loss		(4,502,171	)		(372,235	)
Less: net loss attributable to non-controlling interests		(1,767,506	)		(406,138	)
Net loss attributable to the Company	$	(2,734,665	)	$	33,903
Other comprehensive loss:
Foreign currency translation adjustment		(245,195	)		(104,432	)
Foreign currency translation adjustment attributable to non-controlling interests		(111,487	)		(41,895	)
Foreign currency translation adjustment attributable to the Company		(133,708	)		(62,537	)
Comprehensive loss	$	(4,256,976	)	$	(267,803	)
Less: Comprehensive loss attributable to non-controlling interests		(1,656,019	)		(364,243	)
Comprehensive income(loss) attributable to the Company	$	(2,600,957	)	$	96,440
Basic and diluted earnings per share	$	(0.23	)	$	(0.00	)
Weighted average number of shares outstanding		11,786,889			9,838,889

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SINORAMA CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

	Common Stock				Additional paid-in			Accumulated			Accumulated Other comprehensive		Non- Controlling			Total Shareholders’
	Shares		Amount		capital			Deficits			income		Interest			deficit
Balance at January 31, 2014		8,250,000	$	8,250	$	789,552		$	(2,049,897	)	$	191,672	$	(995,725	)	$	(2,056,148	)
Net loss									33,903					(406,138	)		(372,235	)
June 3, 2015 Shares issued		2,750,000		2,750		(2,750	)										-
Foreign currency translation adjustment												62,537		41,895			104,432
Balance at December 31, 2015		11,000,000	$	11,000	$	786,802		$	(2,015,994	)	$	254,209	$	(1,359,968	)	$	(2,323,951	)
Net loss									(2,734,665	)				(1,767,506	)		(4,502,171	)
Shares issued		3,700,000		3,700		3,696,300											3,700,000
Foreign currency translation adjustment												133,708		111,487			245,195
Balance at December 31, 2016		14,700,000	$	14,700	$	4,483,102		$	(4,750,659	)	$	387,917	$	(3,015,987	)	$	(2,880,927	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

SINORAMA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

	For the Year Ended December 31,
	2016			2015
Cash Flows from Operating Activities
Net loss	$	(4,502,171	)	$	(372,235	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		37,820			37,171
Changes in operating assets and liabilities:
Accounts receivable		(176,341	)		(62,377	)
Prepayments & deferred expenses		363,971			(6,272,316	)
Other receivable		(578,935	)		(275,512	)
Due from related parties		(2,937,544	)		(247,813	)
Term deposits		-			(1,125,265	)
Accounts payable and accrued liabilities		2,374,014			3,155,051
Customer deposits		9,351,963			3,662,193
Payroll Payable		4,471			59,333
Income taxes payable		(2	)		(194,672	)
Other payable		(15,100	)		(782	)
Due to related parties		(5,497,957	)		4,322,594
Net cash used in (provided by) operating activities		(1,575,811	)		2,685,370

Cash Flows from Investing Activities
Short term investment		716,182			(683,929	)
Purchases of property and equipment		(120,042	)		(24,802	)
Net cash provided by (used in) investing activities		596,140			(708,731	)

Cash Flows from Financing Activities
Issue common stock		3,700,000			-
Credit card payable		-			(21,698	)
Net cash provided by (used in) financing activities		3,700,000			(21,698	)

Effect of exchange rate fluctuation on cash and cash equivalents		6,358			(841,546	)
Net increase in cash and cash equivalents		2,726,867			1,113,395

Cash and cash equivalents, beginning of year		5,826,130			4,712,735
Cash and cash equivalents, ending of year	$	8,552,997		$	5,826,130

Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	(36,625	)
Cash paid for interest		-			-

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

SINORAMA CORPORATION (the “Company” or “Sinorama”) was incorporated on June 30, 2016 under the laws of the United States and the State of Florida. The general nature of the business shall be to engage in any and all lawful business permitted under the laws of the United States and the State of Florida.

The Company’s subsidiaries include Sinorama Tours Co., Ltd., Simon Qian Voyages, Inc., Vacances Sinorama Inc., and Sinorama Voyages.

SINORAMA TOURS CO., LTD ("Sinorama Tours"), which is a privately held Limited Liability Company registered in Samoa on June 03, 2015. SINORAMA TOURS was authorized to issue 1,000,000 shares of a single class each with par value of $1.00 per share to its shareholders, SINORAMA TOURS issued 10,000 shares of a single class each with par value of $1.00 per share to its shareholders.

Simon Qian Voyages Inc. (“Simon Qian Voyages”) was established on October 12, 2012 under the laws of Canada. Ms. JING Wenjia was 100% holding controlling interest of Simon Qian Voyages.

Vacances Sinorama Inc. (“Vacances Sinorama”), which was a privately held, for-profit travel producer and seller, incorporated in Montreal, Quebec, Canada on December 2004. Vacances Sinorama is a large integrated tour company providing Bus Tour, Asian Tour, Air Tickets, Hotel Reservation, Cruise and other solutions to its customers worldwide. Vacances Sinorama facilitate travel commerce with online and offline travel business, Vacances Sinorama is providing both business to customer (B2C) and business to business (“B2B”) travel commerce marketplace.

Sinorama Voyages (“Sinorama Voyages”) was a privately held, for-profit travel producer and seller, incorporated in Paris, France on February 2012, Mr. QIAN Hong owned 51% of Sinorama Voyages. Sinorama Voyages is an integrated travel company providing Bus Tour, Asian Tour, Air Tickets and other solutions to its customers worldwide. Sinorama Voyages facilitate travel commerce with online and offline travel business, Sinorama Voyages providing both business to customer (B2C) and business to business (“B2B”) travel commerce marketplace.

Reorganization

On June 30, 2016, the Company engaged in a corporate reorganization to roll several controlled entities (now referred to as the subsidiaries) into one legal corporation (the Company). The specific transactions related to this reorganization are outlined below. During the years presented in these financial statements, the control of the entities has never changed (always under the control of husband (Mr. QIAN Hong) and/or wife (Ms. JING Wenjia). Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. Since all of the subsidiaries were under common control for the entirety of the years ended December 31, 2014 and 2015, the results of these subsidiaries are included in the financial statements for both periods. Non-controlling interests in the subsidiaries are related parties and thus were not adjusted to fair value as a result of the reorganization.

The transactions leading up to and including the reorganization are as follows:

On December 31, 2014, Mr. QIAN Hong was holding 100% of controlling interest of Vacances Sinorama. Mr. QIAN Hong transferred 66.67% of controlling interest to Simon Qian Voyages. Therefore, 66.67% of Vacances Sinorama is owned by Simon Qian Voyages owns and 33.33% is owned by Mr. QIAN Hong.

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

F-7

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Continued)

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

On June 16, 2016, Mr. QIAN Hong transferred all 2,400 Sinorama Tours Co., Ltd shares to Ms. JING Wenjia, subsequently making Ms. JING Wenjia holdings 7,500 Sinorama Tours Co., Ltd shares.

On June 30, 2016, the Company issued a total of 11,000,000 shares of its common stock, par value $0.001(the Sinorama Corporation shares) to the shareholders of Sinorama Tours Co., Ltd (“Sinorama Tours”), a company which was incorporated in Samoa on June 03, 2015, in exchange for 100% of Sinorama Tours Co., Ltd shares owned by the shareholders. Upon this completion of this transaction, all the shareholders had exchanged 100% of their shares for the shares of Sinorama, Sinorama Tours become a 100% owned subsidiary of Sinorama.

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

Basis of presentation

The Company’s consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with the United States generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Non-controlling interests represent the equity interest in Vacances Sinorama and Sinorama Voyages that are not attributable to the Company. Non-controlling interest is reported in the consolidated financial position within equity, separately from the Company’s equity and that net income or loss and comprehensive income or loss are attributable to the Company’s and the non-controlling interest.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Reclassification

The comparative figures have been reclassified to conform to current year presentation.

F-8

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

The Group’s revenues are primarily derived from sale of our self-developed products, including Bus Tour Products and Asian Tour Products and the group is also selling Third Party Products (Air tickets/hotel and etc.). Revenue is recognized only when the persuasive evidence of an arrangement exists, the service has been performed, the price is fixed or determinable, and the collectability of the related fee is reasonably assured in accordance with ASC 605, Revenue Recognition, or ASC 605. Specifically, contracts are signed to establish significant terms such as the price and specific services to be provided. The Group assesses the creditworthiness of our customers prior to signing the contracts to ensure collectability is reasonably assured. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer advances and deposits.

Bus Tour Products Sales

Revenues from bus tours are recognized when customers depart from the trips. Revenues from bus tour services are recognized on gross basis, which represent amounts charged to and received from customers, as the Group is the primary obligor in the arrangement and bear the risks and rewards, including the customers’ acceptance of products and services delivered.

Asian Tour Products Sales

The Company recognize Asian tour services revenues and other travel-related services such as visa processing services on the date that tours or the flights departure, provided that evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the period, and collection of the resulting receivable is reasonably assured the full payment needs to be paid before flights departure.

Third Party Products Sales

Revenue from sales of the third party products reservations is recognized at the time of the booking of the reservation, the third party products sales are non-refundable. The third party products are normally derived from air ticket, hotel reservation, cruise, insurance and so on. The revenue from third party products was recognized on gross basis. The Company conducts a rigorous process in selecting travel products and services before selling these products to customers and independently determine the prices charged to customers for Third Party Products Sales. The Company is the primary obligor in the arrangement and is responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts entered into with customers. The Company is the party retained and paid by customers. In situations of customer disputes, where the customer files a complaint or demands a refund, the Company assumes risks and responsibilities for the delivery of products and is responsible for refunding the customers their payments.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and bank deposits and other liquid investments, which are unrestricted as to withdrawal and use. All highly liquid investments with original stated maturity of three months or less are classified as cash equivalents. Cash and cash equivalents approximates or equals fair value due to their short term nature. The Group’s cash and cash equivalents consist of cash on hand and cash in bank, including bank term deposits. As of December 31, 2016 and 2015, the cash on hand and cash in bank were $5,126,409 and $1,844,904, respectively. As of December 31, 2016 and 2015, the term deposits for IATA were $Nil and $8,672, respectively, the interest rate was between 0.30%, maturity was three months or less. As of December 31, 2016 and 2015, the short term deposits were $1,055,376 and $1,412,200, respectively, the interest rate was 0.2% to 0.50%, maturity was three months or less. Therefore, the total cash and cash equivalents, as of December 31, 2016 and 2015, were $6,181,785 and $3,265,776, respectively.

F-9

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Restricted cash

In accordance with the Quebec Consumer Protection Act and the Travel Agents Act, the Company is required to deposit into trust certain customer deposits until suppliers are paid for their services. The company can access the trust account only to administer it as trustee, cannot use funds from this account for personal or corporate purposes until the supplier is paid. As of December 31, 2016 and 2015, the restricted cash in the trust account was $2,371,212 and $2,560,354, respectively.

Short term investments

Short-term investments are comprised of investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and a term to maturity of greater than 3 months but less than 12 months. Such investments are generally not permitted to be redeemed early or are subject to non interest for redemption prior to maturity. The Company classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. These investments are classified as short-term investments based on the maturity date. The short term investments maturities are exceeding three months. As of December 31, 2016 and 2015, the short term investments were $210,148 and $901,663, respectively, the interest rate were between 0.65% to1.5%, the maturity was exceeding three months but less than twelve months.

Fair Value Measurement

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

There were no transfers between level 1, level 2 or level 3 measurements for the years ended December 31, 2016 and 2015.

F-10

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial assets and liabilities of the Company primarily comprise of cash and cash equivalents, restricted cash, accounts receivable, amount due from related parties, other receivable, accounts payable, payroll payable, amount due to related party and other payable. As at December 31, 2016 and 2015, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

Accounts receivable

Accounts receivable are recognized and carried at original invoiced amount less an allowance for any potential uncollectible amounts. An estimate for doubtful debts is made when the collection of the full amount is no longer probable. Bad debts are written off as incurred.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make payments on time. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s historical payment history, its current credit-worthiness and current economic trends.

The Company experienced nil and nil bad debts during the year ended December 31, 2016 and 2015, respectively.

Property and equipment

Property and equipment are stated at cost. Computer Equipment, Furniture & Fixtures and Office Equipment are depreciated using the declining balance depreciation method basis reflective of the useful lives of the assets. Leasehold Improvement are stated at cost and are depreciated using the straight-line method over the shorter of the estimated useful lives of the asset or the term of the related lease, as follows:

Computer Equipment	Declining Balance Method at rate 30% per year
Furniture & Fixtures	Declining Balance Method at rate 20% per year
Office Equipment	Declining Balance Method at rate 20% per year
Leasehold Improvement	10 years

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment is capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of comprehensive loss.

Functional currency and foreign currency translation

As of and for the years ended December 31, 2016 and 2015, all foreign subsidiaries use the local currency of their respective countries as their functional currency, which is the U.S. Dollars for Sinorama and Sinorama Tours, and the Canadian dollar (“Canada dollar”) for Simon Qian Voyages and Vacances Sinorama and the Euro (“€”) for Sinorama Voyages.

The Company’s reporting currency is U.S. dollars. Assets and liabilities of Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages are translated into U.S. dollars at the exchange rates set forth in the Bank of Canada at the balance sheet dates, revenues and expenses are translated into U.S. dollars at average exchange rates set forth in the Bank of Canada for the reporting periods, and shareholders' equity is translated at historical exchange rates. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income (loss).

F-11

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Realized gains and losses from foreign currency transactions are recognized as gain or loss on foreign currency in the consolidated statements of operations, unrealized gains and losses from foreign currency transactions are recognized as other income (expense) in the consolidated statements of operations.

The exchange rates used for foreign currency translation are as follows:

		2016	2015
		(CAD to USD/EUR to USD)	(CAD to USD/EUR to USD)
Assets and liabilities	period end exchange rate	0.7448/1.0553	0.7225/1.0858
Revenue and expenses	period weighted average	0.7550/1.1068	0.7821/1.1092

Income taxes

The Company adopts FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

In July 2006, the FASB issued FIN 48(ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48(ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.

As a result of the implementation of FIN 48 (ASC 740-10), the company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s audited consolidated financial statements.

The Company income tax expenses (recovery) was $(56,954) and $36,625 for the years ended December 31, 2016 and 2015, respectively.

F-12

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding during the period.

Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains or losses resulting from translating Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages’ functional currency, the Canadian dollar and Euro dollar to its reporting currency, U.S. dollar.

Segment Information and Geographic Data

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable operating segments.

The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of the Vacances Sinorama (Canada) and Sinorama Voyages (France). Although each reportable operating segment provides similar travel products and similar services, they are managed separately to better align with the location of the Company’s customers and distribution partners and the unique market dynamics of each geographic region. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in this report.

The Company evaluates the performance of its reportable operating segments based on net sales and operating income. Net sales for geographic segments are generally based on the location of customers and sales through the Company’s office located in those geographic locations. Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. Advertising expenses and salaries and employee benefits are generally included in the geographic segment in which the expenditures are incurred. Operating income for each segment excludes other income and expense and certain expenses managed outside the reportable operating segments. Costs excluded from segment operating income include income taxes and foreign currency translation adjustment. The Company does not include intercompany transfers between segments for management reporting purposes.

F-13

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summarized financial information by segment is as follows:

	Vacances Sinorama (Canada)			Sinorama Voyages (France)			Sinorama Corporation (USA)			Total
December 31, 2016
Net sales		63,326,273			14,329,774			-			77,656,047
Operating income		(1,910,999	)		(2,341,294	)		(306,832	)		(4,559,125	)
Total assets		17,716,759			3,646,925			3,460,169			24,823,853
December 31, 2015
Net sales		30,019,167			11,037,760			-			41,056,927
Operating income		1,443,974			(1,779,584	)		-			(335,610	)
Total assets		13,140,291			6,011,252			-			19,151,544

A reconciliation of the Company’s segment operating income to the Consolidated Statements of Operations for the year ended December 31, 2016 and December 31, 2015:

	The Year Ended December 31,
	2016			2015
Segment operating loss	$	(4,559,125	)	$	(335,610	)
Income tax expense		(56,954	)		36,625
Foreign currency translation adjustment		245,195			104,432
Total operating income	$	(4,256,976	)	$	(267,803	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, accounts receivable, prepayments and other receivables arising from its normal business activities. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The majority of sales are cash receipt in advance. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Recently accounting pronouncements

In August 2014, the FASB issued an accounting standard update that requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. This accounting standard update applies to all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. This accounting standard update will be effective for the Company on January 1, 2017. The adoption of this accounting standard update is not expected to have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

F-14

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In April 2015, the FASB issued ASU 2015-03, Interest- Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. This accounting standard update will be effective for the Company on January 1, 2017. The adoption of this standard is not expected to have a material impact on the Company’s consolidated statement of financial position.

In January 2016, the FASB issued ASU 2016-01 Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 amends the guidance in US GAAP on classification, measurement and disclosure of financial instruments. It revises an entity’s accounting related to: 1) classification and measurement of investments in equity securities; 2) presentation of certain fair value changes for financial liabilities measured at fair value; and, 3) amends disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for years beginning after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-01 is not expected to have a material effect on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 establishes new guidance for the recording and disclosure of assets and liabilities that arise from leasing activity. ASU 2016-02 will require most lessees to record lease assets and lease liabilities that arise from leases on the statement of financial condition and disclose qualitative and quantitative information related to lease transactions such as variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for years beginning after December 18, 2018 and early adoption is permitted. The Company is evaluating ASU 2016-02 to determine its impact, if any, on the consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendment in this update affect entities with transactions included within the scope of Topic 606, The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, the amendments in ASU 2016-10 provide more detailed guidance, including additional implementation guidance and examples in the following key areas: 1) identifying performance obligations and 2) licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12 a proposed Update, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, on September 30, 2015. The amendments do not change the core principles of the standard, but clarify the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration and certain transition matters. This update becomes effective concurrently with ASU No. 2014-09. The Company is currently evaluating the effect of this new standard, including the transition method, to determine the impact on the Company's consolidated financial position, results of operations, cash flows, or related disclosures.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The standard is intended to address diversity in practice and complexity in financial reporting, particularly for intra-entity transfers of intellectual property. ASU 2016-16 will be effective for the Company beginning with the interim periods of fiscal 2018 and requires the modified retrospective method of adoption. Early adoption is permitted. The Company is in the process of determining timing of adoption and assessing the impact of ASU 2016-16 on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU No. 2016-18”). ASU No. 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. ASU No. 2016-18 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company elected to early adopt ASU No. 2016-18 for the reporting period ending December 31, 2016 and was applied retrospectively. As a result of adoption of ASU No. 2016-18, the Company no longer presents the changes within restricted cash in the consolidated statements of cash flows.

F-15

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

In January 2017, the FASB issued Accounting Standards Board Update No. 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods with prospective application with impacts on the Company’s consolidated financial statements that may vary depending on each specific acquisition. Early adoption is conditionally permitted.

As of March 31, 2017, except for the above, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

NOTE 3. PREPAYMENTS & DEFERRED EXPENSES

Our travel suppliers require prepayments for reserving tour availabilities. The prepayment is record in prepayments and deferred expenses on the consolidated balance sheets. Deferred expenses include prepaid insurance, advertising fee. The Company prepayments and deferred expenses for reserving tour availabilities were $9,234,410 and $9,318,623 for the years ended December 31, 2016 and 2015, respectively.

NOTE 4. OTHER RECEIVABLE

At December 31, 2016 and 2015, other receivable consists of the following:

	December 31,
	2016		2015
Tax on Value Added (TVA)	$	245,621	$	162,050
Income tax receivable		376,611		-
Others		106,655		-
Total other receivable	$	728,887	$	162,050

NOTE 5. LONG TERM DEPOSITS

Long term deposits are the deposits made by the Company held at third institutions for operation purposes. As of December 2016, the Company has $1,055,307 air ticket security deposit with CAGEP SARL, who is a member of the International Air Transport Association (IATA), CAGEP has the license to sale the air ticket to Sinorama Voyages. As of December 31, 2016 and 2015, the Company has $738,555 and $626,129 security deposits with JP Morgan Chase, which is the security deposit for credit card usage without any interest. As of December 31, 2016 and 2015, the Company has $Nil and $272,113 bank deposit with Bank of China Paris Branch as travel company bankruptcy guarantee, without any interest. As of December 31, 2016 and 2015, the Company has $167,580 and $54,188 deposit with OPC (Office of Consumer Protection) as travel company bankruptcy guarantee, without any interest.

F-16

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 6. PROPERTY AND EQUIPMENT

At December 31, 2016 and 2015, property and equipment, at cost, consist of:

	December 31,
	2016		2015
Computer equipment	$	19,419	$	16,391
Furniture & Fixture		5,688		5,518
Office equipment		80,059		77,662
Leasehold Improvement		362,880		240,026
Total property and equipment at cost		468,046		339,597
Accumulated depreciation		232,873		189,922
Total property and equipment, net	$	235,173	$	149,675

Depreciation expense was $37,820 and $37,171 for the years ended December 31, 2016 and 2015, respectively.

NOTE 7. CUSTOMER DEPOSITS

Customer deposits are the deposits made by all customers for reservation or the full payment must be paid by either check, debit card, credit card or cash before it can be confirmed. Customers must settle the total of all sums (due three months before departure). Otherwise, The Company reserves the right to cancel the reservation and retain the full amount of the initial deposit. Cancellation of a reservation can only be made through the Company as the following conditions will apply: more than 90 days prior to the departure date: 50% refund of the balance per-person, including taxes and service charge. If its marked “Final Sale”, which is non-refundable, nor changeable, nor transferable, whenever the purchase is made. Customer deposits are recognized as revenue on departure date, when services are provided to the customers. Customer deposits from all customers were $22,772,259 and $13,353,708 at December 31, 2016 and 2015, respectively, and were recorded as a current liability in the consolidated balance sheets.

NOTE 8. NON-CONTROLLING INTERESTS

Vacances Sinorama Inc. and Sinorama Voyages are the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling interest recognized.

33.33% of Vacances Sinorama interest held by QIAN Hong is subjecting to non-controlling interest (“NCIs”), which was stated under ASC810-10-45, the ownership interest in the subsidiary that are held by owners other than the parent is a non-controlling interest. 66.67% of Vacances Sinorama interest held by Simon Qian Voyages Inc.

39% of Sinorama Voyages interest held by YANG Ming, 10% of Sinorama Voyages interest held by ZHAO Hongxi is subjecting to non-controlling interest, which was stated under ASC810-10-45, the ownership interest in the subsidiary that are held by owners other than the parent is a non-controlling interest. 51% of Sinorama Voyages interest held by Sinorama Tours.

According to ASC 810-10-50 requirements, the group have separately disclosed amounts attributable to shareholders’ equity and NCIs in the financial statements. As of December 31, 2016, the comprehensive income attributable to shareholders’ equity and NCIs is $(2,600,957) and $ (1,656,019), respectively. As of December 31, 2015, the comprehensive income attributable to shareholders’ equity and NCIs is $96,440 and $(364,243), respectively.

F-17

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 9. INCOME TAX

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

United States

Sinorama Corporation is subject to the United States of America Tax law at tax rate of 34%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the periods presented, and its earnings are permanently invested in Canada and Paris.

Samoa

Sinorama Tours Co., Ltd was incorporated in the Samoa and, under the current laws of the Samoa, it is not subject to income tax.

Canada

Simon Qian Voyages Inc. and Vacances Sinorama Inc. were incorporated in Canada and is subject to Canada income tax. Simon Qian Voyages Inc. and Vacances Sinorama Inc. are subject to Canada taxation on its activities conducted in Canada and income arising in or derived from Canada. The applicable statutory tax rate is from 18.5% to 49.8%.

France

Sinorama Voyages was incorporated in France and is subject to France profit tax. Sinorama Voyages are subject to France taxation on its activities conducted in France and income arising in or derived from France. The applicable statutory tax is 33.33 %.

The provision (benefit) for income taxes consists of the following for the years ended December 31, 2016 and 2015:

	2016			2015
Current:
United States	$	-		$	-
Canada		(71,744	)		16,132
France		14,790			20,493
Total current provision		(56,954	)		36,625

	2016		2015
Deferred:
United States	$	-	$	-
Canada		-		123,313
France		-		(116,178	)
Total deferred provision		-		7,135

F-18

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 9. INCOME TAX (Continued)

The reconciliation of the income tax provision (benefit) to the amount computed by applying the statutory income tax rates to income before income taxes is as follows:

	2016			2015
Income tax provision (benefit) at the statutory tax rates
United States	$	(104,323	)	$	-
Canada		(450,122	)		16,132
France		(744,615	)		20,493
		(1,299,060	)		36,625
Valuation allowance on U.S. net operating loss carryforwards		1,242,106			-
Total income tax provision (benefit)	$	(56,954	)	$	36,625

Based upon an assessment of the level of taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible or can be utilized, the Company provided valuation allowance of $1,242,106 as of December 31, 2016.

The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law.

At December 31, 2016, the company had net operating loss carryforwards of approximately $4,563,396 which expires in 2036.

NOTE 10. RELATED PARTY TRANSACTIONS

Amount due from related parties

Amount due from related parties consisted of the following as of the periods indicated:

	December 31,
Name of related parties	2016		2015
Sinorama Reisen GmbH	$	1,469,472	$	600,502
Sinorama Holiday Inc.		1,154,894		-
Sinorama Group LLC		1,453		807
Sinorama Holiday Limited		935,418		-
ZHAO Hongxi		-		4,496
QIAN Hong & JING Wenjia		-		42,344
YANG Ming		-		6,004
Others		2,621		1,700
Total	$	3,563,858	$	655,853

As of December 31, 2016 and 2015, the Company has a balance due from Sinorama Reisen GmbH, which is 65% owned by the Chief Executive Officer (JING Wenjia) of the Company, of $1,469,472 and $600,502, respectively. The amount is the prepayment for the supplier in China, in order to reserving tour availabilities. The prepayment was non-interest bearing, payable on demand.

F-19

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 10. RELATED PARTY TRANSACTIONS (Continued)

As of December 31, 2016 and 2015, the Company has a balance due from Sinorama Group LLC., which is 100% owned by the Chairman (QIAN Hong) of the Company, of $1,453 and $807, respectively.

As of December 31, 2016 and 2015, the Company has a balance due from Sinorama Holiday Inc., which is 40% owned by the Chairman (QIAN Hong) of the Company, 20% owned by the Chief Executive Officer (JING Wenjia) of the Company, of $1,154,894 and Nil, respectively. It was for purchasing travel product from Sinorama Vacances, it was non-interest bearing and due on demand.

As of December 31, 2016 and 2015, the Company has a balance due from Sinorama Holiday Limited, which is 51% owned by the Chairman (QIAN Hong) of the Company, of $935,418 and Nil, respectively. It was for purchasing travel product from Sinorama Vacances, it was non-interest bearing and due on demand.

As of December 31, 2016 and 2015, the Company has a balance due from ZHAO Hongxi, who is the Director of the Company, of $Nil and $4,496. The amount was a temporary borrowing, it was non-interest bearing and due on demand.

As of December 31, 2016 and 2015, the Company has a balance due from QIAN Hong, who is the Chairman of the Company, and JING Wenjia, who is the Chief Executive Officer of the Company, of $Nil and $42,344. It was temporary borrowings between the Company to managements, it was non-interest bearing and due on demand.

As of December 31, 2016 and 2015, the Company has a balance due from YANG Ming, who is a shareholder of the Company, of $Nil and $6,004. It was temporary borrowings, without interest bearing and due on demand.

Amount due to related parties

Amount due to related parties consisted of the following as of the periods indicated:

	December 31,
Name of related parties	2016		2015
Sinorama Holiday Limited	$	-	$	33,050
Sinorama Travel Vancouver Inc.		1,423,231		5,993,970
Simon Qian& Jing Wenjia		9,650		-
Sinorama Tours Co, Ltd		2,552		-
Sinorama Holiday Inc.		-		734,488
	$	1,435,433	$	6,761,508

As of December 31, 2016 and 2015, the Company has a balance due to Sinorama Holiday Limited, of $Nil and $33,050, respectively. The amount was prepayment for securing tour availabilities to the supplier in China, without interest charge and it was due on demand.

As of December 31, 2016 and 2015, the Company has a balance due to Sinorama Travel Vancouver Inc., which is 51% owned by the Chairman (QIAN Hong) of the Company, of $1,423,231 and $5,993,970, respectively. Such payments were required by suppliers in China to be made in advance, in order to booking tour availabilities. The amount was non-interest bearing and was due on demand.

As of December 31, 2016 and 2015, the Company has a balance due to Simon Qian& Jing Wenjia, Simon Qian who is the Chairman of the Company owns 51% ownership of the Company, and JING Wenjia, who is the Chief Executive Officer of the Company. The Company has a balance due to Simon Qian & Jing Wenjia of $9,650 and $Nil, respectively. It was temporary borrowings between the Company and management. It was non-interest bearing and due on demand.

F-20

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 10. RELATED PARTY TRANSACTIONS (Continued)

As of December 31, 2016 and 2015, the Company has a balance due to Sinorama Tours Co, Ltd., which is 100% owned by Sinorama Corporation, of $2,552 and $Nil, respectively. It was temporary borrowings between the Company to managements, it was non-interest bearing and due on demand.

As of December 31, 2016 and 2015, the Company has a balance due to Sinorama Holiday Inc., which is 40% owned by the Chairman (QIAN Hong) of the Company and 20% owned by the Chief Executive Officer (JING Wenjia) of the Company, of $Nil and $734,488, respectively. It was the prepayments to vendors in China for tour reservations. The amount was due on demand and without interest.

Related parties’ transactions

Sales of travel product to related parties consisted of the following for the periods indicated:

	For the Year ended December 31,
Name of related parties	2016		2015
Sinorama Reisen GmbH	$	378	$	-
Sinorama Holiday Limited		3,767,725		1,004,561
Sinorama Holiday Inc.		11,940,769		21,457
Sinorama Travel Vancouver Inc.		5,573		-
Total	$	15,714,445	$	1,026,018

NOTE 11. CONTINGENCIES AND COMMITMENT

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency of this type as of December 31, 2016 and 2015.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no contingency of this type as of December 31, 2016 and 2015.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

In June, 2016 Vacances Sinorama leases office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately $61,669 in lease deposits, lease expense payments of approximately $18,120 per month. Under terms of the lease agreement, from June, 2017, Vacances Sinorama is committed to lease expense payments of approximately per month for120 months as following:

F-21

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 11. CONTINGENCIES AND COMMITMENT (Continued)

Period		Per month
Jun-16	May-17	rent-free
Jun-17	May-20		18,120
Jun-20	May-21		19,932
Jun-21	May-22		21,925
Jun-22	May-23		24,118
Jun-23	May-24		25,324
Jun-24	May-25		26,590
Jun-25	May-26		27,919
Jun-26	May-27		29,315

This office is used for information technology department, Electronic Commerce department and market department etc.

Vacances Sinorama leases office space under non-cancellable operating lease agreements that expire on various dates through 2016. Under the terms of the lease, Vacances Sinorama paid approximately $22,061 in lease deposits and is committed to lease and management fee payments of approximately $12,080 per month for 60 months. This office is used for air ticket department, Asia tour department and others department.

In March 2016, entered into renew lease agreement which replaced its expired operating lease agreements. Under terms of the lease, Vacances Sinorama is committed to lease and management fee payments of approximately $15,515 per month for 60 months.

In July 2015, Vacances Sinorama entered into a new lease agreement for bus tour department office. Under terms of the lease, Vacances Sinorama paid approximately $15,194 in lease deposits is committed to lease and management fee payments of approximately $5,134 per month for 60 months. This office is used for Bus tour department.

In February, 2015 Sinorama Voyages leases office space under non-cancellable operating lease agreements. Under the terms of the lease, Sinorama Voyages paid approximately $13,894 in lease deposits, lease expense payments of approximately $4,869 per month. Under terms of the lease agreement, from February, 2016, Sinorama Voyages is committed to lease expense payments of approximately $4,857 per month for 96 months.

Future annual minimum lease payments, for non-cancellable operating leases are as follows:

Year ending December 31	Amount $
2017		405,883
2018		496,483
2019		496,483
2020		496,483
2021		505,543

F-22

SINORAMA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN US DOLLARS)

NOTE 12. BASIC AND DILUTED EARNINGS PER SHARE

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise of share based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations is shown as follows:

	The Year Ended December 31,
	2016			2015

Numerator:
Net income available to common stockholders	$	(2,734,665	)	$	33,903
Denominator:
Basic and diluted weighted-average number of shares outstanding		11,786,889			9,838,889
Net income per share:
Basic and diluted	$	(0.23	)	$	0.00

NOTE 13. SUBSEQUENT EVENT

The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

F-23

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

	Page

SINORAMA CORPORATION

Condensed Consolidated Balance Sheets— September 30, 2017 (Unaudited) and December 31, 2016	F-25

Condensed Consolidated Statements of Operations and Comprehensive Income for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)	F-26

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)	F-27

Notes to Condensed Consolidated Financial Statements (Unaudited)	F-28

F-24

SINORAMA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

	September 30,			December 31,
	2017			2016
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	3,365,017		$	6,181,785
Restricted cash		1,321,286			2,371,212
Short term investment		1,176,117			210,148
Accounts receivable		17,866			233,361
Amount due from related parties		7,092,622			3,563,858
Prepayments & deferred expenses		21,144,546			9,234,410
Other receivable		573,905			728,887
Total current assets		34,691,359			22,523,661

Long term deposits		2,316,421			2,065,019
Property and equipment, net		296,381			235,173
Total assets	$	37,304,161		$	24,823,853

Liabilities and shareholders’ equity
Current Liabilities:
Accounts payable and accrued liabilities	$	5,297,812		$	3,373,444
Customer deposits		33,893,902			22,772,259
Payroll payable		158,440			123,644
Amount due to related party		10,230			1,435,433
Total current liabilities		39,360,384			27,704,780
Total liabilities	$	39,360,384		$	27,704,780

Shareholders’ deficit
Common stock; $0.001 par value, 100,000,000 shares authorized; 15,186,000 shares and 14,700,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		15,186			14,700
Additional paid-in capital		5,211,266			4,483,102
Accumulated deficit		(4,318,095	)		(4,750,659	)
Accumulated other comprehensive income		24,713			387,917
Total shareholders’ equity of the Company		933,070			135,060
Non-controlling interest		(2,989,293	)		(3,015,987	)
Total shareholders’ deficit		(2, 056,223)			(2,880,927	)
Total liabilities and shareholders’ deficit	$	37,304,161		$	24,823,853

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-25

SINORAMA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS),

(EXPRESSED IN US DOLLARS)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Revenue:
Asian Tours	$	18,200,851		$	13,665,138		$	51,209,181		$	41,390,673
Bus Tours		7,211,248			5,700,151			10,786,106			7,866,572
Third party product sales		2,175,561			2,016,497			6,626,844			5,680,878
Total revenue		27,587,660			21,381,786			68,622,131			54,938,123
Cost of Sales		22,028,493			19,528,615			58,317,071			49,070,761
Gross Profit		5,559,167			1,853,171			10,305,060			5,867,362
Operating costs and expenses:
Salaries and employee benefits		1,374,618			1,036,409			3,561,040			2,788,733
Advertising and promotion		1,568,414			1,375,334			4,570,046			3,027,017
Rent and occupancy charges		76,979			79,172			173,512			229,670
Office and general		166,028			98,113			374,987			250,613
Bank charge and interest		106,047			378,377			1,276,224			983,460
Business taxes and licenses		9,808			4,962			17,398			5,410
Professional fees		35,923			29,794			123,972			104,327
Depreciation of property and equipment		5,787			10,360			32,567			28,494
Insurance		13,571			16,165			41,294			25,192
Other (income) expense		817			660			3,704			4,870
Total operating costs and expenses		3,357,992			3,029,346			10,174,744			7,447,786
Income (loss) from operations before other income and income taxes		2,201,175			(1,176,175	)		130,316			(1,580,424	)
Other income		584,183			6,225			581,500			51,299
Income (loss) from operations before income taxes		2,785,358			(1,169,950	)		711,816			(1,529,125	)
Income tax		-			108,241			-			131,485
Net income (loss)		2,785,358			(1,278,191	)		711,816			(1,660,610	)
Less: net income (loss) attributable to non-controlling interests		993,483			(431,532	)		279,252			(505,918	)
Net income (loss) attributable to the Company	$	1,791,875		$	(846,659	)	$	432,564		$	(1,154,692	)
Other comprehensive income (loss):
Foreign currency translation adjustment attributable to non-controlling interests		(120,505	)		50,896			(252,558	)		224,927
Foreign currency translation adjustment attributable to the Company		(157,431	)		219,956			(363,204	)		321,244
Comprehensive income (loss)	$	2,507,422		$	(1,007,339	)	$	96,054		$	(1,114,439	)
Less: Comprehensive income/(loss) attributable to non-controlling interests		872,978			(380,636	)		26,694			(280,991	)
Comprehensive income (loss) attributable to the Company	$	1,634,444		$	(626,703	)	$	69,360		$	(833,448	)
Basic and diluted earnings per share	$	0.12		$	(0.08	)	$	0.03		$	(0.10	)
Weighted average number of shares outstanding		15,186,000			11,000,000			15,009,944			11,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-26

SINORAMA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

	Nine Months Ended September 30,
	2017			2016
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net income(loss)	$	711,816		$	(1,660,610	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:					-
Depreciation		32,567			28,494
Interest		(207	)		-
Changes in operating assets and liabilities:
Accounts receivable		222,837			(353,883	)
Prepayments & deferred expenses		(10,448,854	)		(8,815,114	)
Due from related parties		(2,799,320	)		(1,283,260	)
Other receivable		207,723			277,952
Term deposit		-			54,175
Accounts payable and accrued liabilities		1,158,416			3,599,730
Customer deposits		8,883,479			5,082,395
Payroll payable		21,035			(25,164	)
Income taxes payable		-			12,406
Other payable		-			(15,136	)
Due to related parties		(2,194,736	)		(75,648	)
Net cash used in operating activities		(4,205,244	)		(3,173,663	)

Cash Flows from Investing Activities
Short term investment		(1,036,758	)		807,315
Proceeds from redemption of short term investment		129,058			-
Interest		87			-
Purchases of property and equipment		(73,764	)		(100,691	)
Net cash provided by (used in) investing activities		(981,377	)		706,624

Cash Flows from Financing Activities
Share subscription deposits		728,650			-
Net cash provided by financing activities		728,650			-

Effect of exchange rate fluctuation on cash and cash equivalents		591,277			860,905
Net decrease in cash and cash equivalents		(3,866,694	)		(1,606,134	)

Cash and cash equivalents, beginning of period		8,552,997			5,826,130
Cash and cash equivalents, end of period	$	4,686,303		$	4,219,996

Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	(131,485	)
Cash paid for interest		-			-

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-27

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Sinorama Corporation (the “Company” or “Sinorama”) was incorporated on June 30, 2016, under the laws of the State of Florida. On the same date, Sinorama issued 11,000,000 shares of its common stock in exchange for all of the outstanding shares of Sinorama Tours Co., Ltd., a Samoan corporation organized in June 2015 ("Sinorama Tours"). Sinorama Tours is a holding company with two operating subsidiaries:

Vacances Sinorama Inc. (“Vacances Sinorama”), an integrated tour company incorporated in Quebec, Canada in December 2004. Vacances Sinorama provides Bus Tours, Asian Tours, Airline Tickets, Hotel Reservations, Cruises and other travel services to its customers worldwide. Vacances Sinorama facilitates travel commerce with online and offline travel businesses. Vacances Sinorama is servicing both business to customer (B2C) and business to business (“B2B”) in the travel marketplace.

Sinorama Voyages (“Sinorama Voyages”), an integrated tour company incorporated in France in February 2012. Sinorama Voyages also provides Bus Tours, Asian Tours, Airline Tickets and other travel services to its customers worldwide. Sinorama Voyages facilitates travel commerce with online and offline travel businesses. Sinorama Voyages services both business to customer (B2C) and business to business (“B2B”) in the travel marketplace.

Sinorama Tours owns 66⅔% of Vacances Sinorama through Simon Qian Voyages, Inc., a wholly-owned subsidiary, and owns 51% of Sinorama Voyages directly. The other 33⅓% of Vacances Sinorama is owned by Qian Hong, the Chairman of Sinorama. The other 49% of Sinorama Voyages is owned by Yang Ming (39%) and Zhao Hongxi (10%). Zhao Hongxi is the Chief Financial Officer of Sinorama.

The control of the entities was not changed by the acquisition on June 30, 2016, as all of the entities remained under the control of Qian Hong and his wife, Jing Wenjia. Accordingly, we have treated the combination, for accounting purposes, 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 nine months ended September 30, 2017 and 2016, 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.

Basis of presentation

The Company’s consolidated financial statements are expressed in U.S. dollars and are presented in accordance with the United States generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the year ended December 31, 2017.

F-28

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (CONTINUED)

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Non-controlling interests represent the equity interest in Vacances Sinorama and Sinorama Voyages that are not attributable to the Company. Non-controlling interest is reported in the consolidated financial position within equity, separate from the Company’s equity, and net income or loss and comprehensive income or loss that are attributable to the Company and to the non-controlling interest are separately reported on the Statement of Operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Reclassification

The comparative figures have been reclassified to conform to current presentation.

Revenue recognition

The Company's revenues are primarily derived from sale of our self-developed products, including Bus Tour Products and Asian Tour Products. The Company also sells Third Party Products (airline tickets, hotels, etc.). Revenue is recognized only when persuasive evidence of an arrangement exists, the service has been performed, the price is fixed or determinable, and the collectability of the related fee is reasonably assured, in accordance with ASC 605, Revenue Recognition, ("ASC 605"). Specifically, contracts are signed to establish significant terms such as the price and specific services to be provided. The Company assesses the creditworthiness of our customers prior to signing the contracts to ensure collectability is reasonably assured. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer advances and deposits.

Bus Tour Products Sales

Revenues from Bus Tours are recognized when customers depart from the trips. Revenues from Bus Tour services are recognized on a gross basis, which represent amounts charged to and received from customers. The Company is the primary obligor in the arrangement and bear the risks and rewards, including the customers’ acceptance of products and services delivered.

Asian Tour Products Sales

The Company recognize Asian Tour services revenues and other travel-related services such as visa processing services on the date that the tours or the flights depart, provided that evidence of an arrangement exists, the fees are fixed and determinable, no significant obligations remain at the end of the period, and collection of the resulting receivable is reasonably assured. We require that full payment be made before flights depart.

Revenues from Asian Tour services are recognized on a gross basis, which represent amounts charged to and received from customers. The Company is the primary obligor in the arrangement and bear the risks and rewards, including the customers’ acceptance of products and services delivered.

F-29

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Third Party Products Sales

Revenue from sales of the Third-Party Products reservations is recognized at the time of the booking of the reservation. Third-Party Products sales are non-refundable. Third-Party Products revenue is normally derived from airline tickets, hotel reservations, cruises, insurance, etc. The revenue from Third Party Products is recognized on a gross basis. The Company conducts a rigorous process in selecting travel products and services before selling these products to customers and independently determines the prices charged to customers for Third Party Products. The Company is the primary obligor in the arrangement and is responsible for the ultimate customer acceptance for all products and services rendered. Such commitment is also made in the contracts entered into with customers. The Company is the party retained and paid by customers. In situations of customer disputes, where the customer files a complaint or demands a refund, the Company assumes risks and responsibilities for the delivery of products and is responsible for refunding the customers their payments.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and bank deposits and other liquid investments, which are unrestricted as to withdrawal and use. All highly liquid investments with original stated maturity of three months or less are classified as cash equivalents. Cash and cash equivalents approximates or equals fair value due to their short-term nature. The Company’s cash and cash equivalents consist of cash on hand and cash in bank, including bank term deposits. As of September 30, 2017, and December 31, 2016, the cash on hand and cash in bank were $2,774,290 and $5,126,409, respectively. As of September 30, 2017, and December 31, 2016, the other cash & cash equivalents were $590,727 and $1,055,376, respectively, the interest rate was 0.2%, maturity was three months or less. Therefore, the total cash and cash equivalents, as of September 30, 2017 and December 31, 2016, were $3,365,017 and $6,181,785, respectively.

Restricted cash

In accordance with the Quebec Consumer Protection Act and the Travel Agents Act, the Company is required to deposit into trust certain customer deposits until suppliers are paid for their services. The Company can access the trust account only to administer it as trustee, and cannot use funds from this account for personal or corporate purposes until the supplier is paid. As of September 30, 2017, and December 31, 2016, the restricted cash in the trust account was $1,321,286 and $2,371,212, respectively.

Short term investments

Short-term investments are comprised of investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and a term to maturity of greater than 3 months but less than 12 months. Such investments are generally not permitted to be redeemed early or are subject to non-interest for redemption prior to maturity. The Company classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. These investments are classified as short-term investments based on the maturity date. The short-term investments maturities are exceeding three months. As of September 30, 2017, and December 31, 2016, the short-term investments were $1,176,117 and $210,148, respectively, the interest rate was 0.95%, the maturity was exceeding three months but less than twelve months.

Fair Value Measurement

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

F-30

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurement (continued)

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

There were no transfers between level 1, level 2 or level 3 measurements during the nine months ended September 30, 2017 and 2016.

Financial assets and liabilities of the Company are primarily comprised of cash and cash equivalents, restricted cash, short term investments, accounts receivable, amount due from related parties, other receivable, accounts payable, payroll payable, amount due to related party and other payable. As at September 30, 2017 and December 31, 2016, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments.

Accounts receivable

The Company had nil bad debts for both the nine months ended September 30, 2017 and for the year ended December 31, 2016. The balance of the allowance for doubtful account were nil as of September 30, 2017 and December 31, 2016.

F-31

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and equipment

Computer Equipment	Declining Balance Method at rate 30% per year
Furniture & Fixtures	Declining Balance Method at rate 20% per year
Office Equipment	Declining Balance Method at rate 20% per year
Leasehold Improvement	10 years

Functional currency and foreign currency translation

As of September 30, 2017, and December 31, 2016, and for nine months ended September 30, 2017 and 2016, all foreign subsidiaries use the local currency of their respective countries as their functional currency, which is the U.S. dollars for Sinorama and Sinorama Tours, and the Canadian dollar (“Canada dollar”) for Simon Qian Voyages and Vacances Sinorama, and the Euro (“€”) for Sinorama Voyages.

Realized gains and losses from foreign currency transactions are recognized in cost of sales on the consolidated statements of operations, unrealized gains and losses from foreign currency transactions are recognized as other income (expense) in the consolidated statements of operations.

The exchange rates used for foreign currency translation are as follows:

		September 30, 2017		September 30, 2016
		(CAD to USD/EUR to USD)		(CAD to USD/EUR to USD)
Assets and liabilities	period end exchange rate		0.8013/1.1813		0.7642/1.1239
Revenue and expenses	period average exchange rate		0.7657/1.1137		0.7568/1.1163

Income taxes

The Company has adopted ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

F-32

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income taxes (continued)

In July 2006, the FASB issued FIN 48 (ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48 (ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

The Company income tax expense was $Nil and $131,485 for the nine months ended September 30, 2017 and 2016, respectively.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding during the period.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains or losses resulting from translating Simon Qian Voyages, Vacances Sinorama and Sinorama Voyages’ functional currency, the Canadian dollar and the Euro, to its reporting currency, the U.S. dollar.

Segment Information and Geographic Data

The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of Vacances Sinorama (Canada), Sinorama Voyages (France) and Sinorama Corporation (USA). Although each reportable operating segment provides similar travel products and similar services, they are managed separately to better align with the location of the Company’s customers and distribution partners and the unique market dynamics of each geographic region. The accounting policies of the various segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in this report.

F-33

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Information and Geographic Data (continued)

Summarized financial information by segment is as follows:

	Vacances Sinorama (Canada)			Sinorama Voyages (France)		Sinorama Corporation (USA)		Total
September 30, 2017 (Unaudited)
Net sales		61,947,585			6,674,546		-		68,622,131
Operating income		450,745			140,920		120,151		711,816
Total assets		31,712,000			5,360,865		231,296		37,304,161
September 30, 2016 (Unaudited)
Net sales		43,335,919			11,602,204		-		54,938,123
Operating loss (income)		(1,885,221	)		224,611		-		(1,660,610	)
December 31, 2016
Total assets		17,716,759			3,646,925		3,460,169		24,823,853

A reconciliation of the Company’s segment operating loss to the Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016:

	Nine Months Ended September 30,
	2017 (Unaudited)			2016 (Unaudited)
Segment operating income (loss)	$	711,816		$	(1,529,125	)
Income tax expense		-			131,485
Net income (loss)		711,816			(1,660,610	)
Foreign currency translation adjustment		(615,762	)		546,171
Total comprehensive income (loss)	$	96,054		$	(1,114,439	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, restricted cash, short term investments, accounts receivable, prepayments and other receivables arising from its normal business activities. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The majority of sales are cash receipt in advance. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

F-34

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently accounting pronouncements

F-35

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. Under current GAAP, entities normally amortize the premium as an adjustment of yield over the contractual life of the instrument. This guidance shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company’s consolidated financial statements.

As of the date of filing of this report, except for the above, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

NOTE 3. PREPAYMENTS & DEFERRED EXPENSES

Our travel suppliers require prepayments for reserving tour availabilities. The prepayment is recorded in prepayments and deferred expenses on the consolidated balance sheets. Deferred expenses include prepaid insurance, advertising fee. The Company prepayments and deferred expenses were $21,144,546 and $9,234,410 as of September 30, 2017 and December 31, 2016, respectively.

	September 30		December 31,
	2017		2016
	(Unaudited)
Prepayments for tour products	$	20,572,292	$	9,183,114
Prepaid expense		572,254		51,296
Total Prepayments and deferred expenses	$	21,144,546	$	9,234,410

NOTE 4. OTHER RECEIVABLE

At September 30, 2017 and December 31, 2016, other receivable consists of the following:

	September 30		December 31,
	2017		2016
	(Unaudited)
Tax on Value Added (TVA)	$	205,227	$	245,621
GST/QST		22,525		-
Income tax receivable		177,245		376,611
Air Canada		47,059		43,740
Eva Airway Cor.		16,026		-
China Eastern Airlines		54,407		4,000
United		7,305		4,438
Air China Ltd		24,039		22,265
JL Travel Marketing		12,340		11,470
Others		7,732		20,742
Total other receivable	$	573,905	$	728,887

The amount from Air Canada, Eva Airway Cor, China Eastern Airlines, United, Air China Ltd, JL Travel Marketing and others is pre-authorization holds for air tickets.

F-36

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 5. LONG TERM DEPOSITS

Long term deposits are the deposits made by the Company held at third institutions for operation purposes. As of September 30, 2017 and December 31, 2016, the Company had $1,181,300 and $1,055,307, respectively, in air ticket security deposits with CAGEP SARL, which is a member of the International Air Transport Association (IATA) and has the license to sell air tickets to Sinorama Voyages. The deposits with CAGEP SARL do not bear interest. As of September 30, 2017 and December 31, 2016, the Company had $794,365 and $738,555 in security deposits with JP Morgan Chase, which is the security deposit for credit card usage and does not bear interest. As of September 30, 2017 and December 31, 2016, the Company had $180,293 and $167,580 on deposit with OPC (Office of Consumer Protection) as a travel company bankruptcy guarantee. The deposit does not bear interest.

NOTE 6. PROPERTY AND EQUIPMENT

At September 30, 2017 and December 31, 2016, property and equipment, at cost, consist of:

	September 30,		December 31,
	2017		2016
	(Unaudited)
Computer equipment	$	71,624	$	19,419
Furniture & Fixture		20,712		5,688
Office equipment		91,004		80,059
Leasehold Improvement		397,860		362,880
Total property and equipment at cost		581,200		468,046
Accumulated depreciation		284,819		232,873
Total property and equipment, net	$	296,381	$	235,173

Depreciation expense were $32,567 and $28,494 for the nine months ended September 30, 2017 and 2016, respectively.

NOTE 7. CUSTOMER DEPOSITS

Customer deposits are the deposits made by all customers for reservations. The deposit must be paid in full by either check, debit card, credit card or cash before the reservation can be confirmed. Customers must pay the full purchase price three months before departure. Otherwise, the Company reserves the right to cancel the reservation and retain the full amount of the initial deposit. Cancellation of a reservation can only be made through the Company as the following conditions will apply: more than 90 days prior to the departure date: 50% refund of the balance per-person, including taxes and service charge. If it's marked “Final Sale”, the sale is non-refundable, nor changeable, nor transferable, whenever the purchase is made. Customer deposits are recognized as revenue on departure date, when services are provided to the customers. Customer deposits from all customers were $33,893,902 and $22,772,259 as of September 30, 2017 and December 31, 2016, respectively, and were recorded as a current liability in the consolidated balance sheets.

NOTE 8. NON-CONTROLLING INTERESTS

Vacances Sinorama Inc. and Sinorama Voyages are the Company’s majority-owned subsidiaries, which are consolidated in the Company’s financial statements with a non-controlling interest recognized.

The 33.33% of Vacances Sinorama equity held by QIAN Hong is a non-controlling interest. ASC 810-10-45 provides that the ownership interest in a subsidiary that is held by owners other than the parent is a non-controlling interest. 66.67% of Vacances Sinorama is owned by Simon Qian Voyages Inc., a wholly-owned subsidiary of Sinorama Tours.

The 39% of Sinorama Voyages equity held by YANG Ming and the 10% of Sinorama Voyages equity held by ZHAO Hongxi are also non-controlling interests. 51% of Sinorama Voyages equity is held by Sinorama Tours.

ASC 810-10-50 requires that the Company separately disclose amounts attributable to shareholders’ equity and non-controlling interests in its financial statements.

F-37

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 9. RELATED PARTY TRANSACTIONS

Amount due from related parties

Amount due from related parties consisted of the following as of the periods indicated:

	September 30,		December 31,
	2017		2016
Name of related parties	(Unaudited)
Sinorama Reisen GmbH	$	3,655,516	$	1,469,472
Sinorama Holiday Inc.		1,231,831		1,154,894
Sinorama Group LLC		1,563		1,453
Sinorama Holiday Limited		1,696,718		935,418
Sinorama Travel Inc.		506,493		-
Others		501		2,621
Total	$	7,092,622	$	3,563,858

As of September 30, 2017 and December 31, 2016, the Company had a balance due from Sinorama Group LLC., which is 100% owned by the Company's Chairman (QIAN Hong), of $1,563 and $1,453, respectively.

Amount due to related parties

Amount due to related parties consisted of the following as of the periods indicated:

	September 30,		December 31,
	2017		2016
Name of related parties	(Unaudited)
Sinorama Travel Vancouver Inc.	$	-	$	1,423,231
Simon Qian & Jing Wenjia		10,230		9,650
Sinorama Tours Co., Ltd.		-		2,552
	$	10,230	$	1,435,433

F-38

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

NOTE 9. RELATED PARTY TRANSACTIONS (CONTINUED)

Related parties’ transactions

Sales of travel product to related parties consisted of the following for the periods indicated:

	September 30,		September 30,
	2017		2016
Name of related parties	(Unaudited)		(Unaudited)
Sinorama Holiday Limited		2,722,286		2,434,403
Sinorama Holiday Inc.		9,937,021		7,608,478
Sinorama Travel Vancouver Inc.		960,215		5,108
Total	$	13,619,522	$	10,047,989

NOTE 10. CONTINGENCIES AND COMMITMENT

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There was no contingency of this type as of September 30, 2017 or December 31, 2016.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

In June, 2016 Vacances Sinorama leased office space under non-cancellable operating lease agreements. Under the terms of the lease, Vacances Sinorama paid approximately $61,669 in lease deposits, and made lease payments of approximately $18,120 per month. Under terms of the lease agreement, from June, 2017, Vacances Sinorama is committed to lease payments for 120 months as follows:

Period		Per month
Jun-16	May-17		rent-free
Jun-17	May-20		18,120
Jun-20	May-21		19,932
Jun-21	May-22		21,925
Jun-22	May-23		24,118
Jun-23	May-24		25,324
Jun-24	May-25		26,590
Jun-25	May-26		27,919
Jun-26	May-27		29,315

This office is used for the Information Technology Department, Electronic Commerce Department and Market Department and other departments.

F-39

SINORAMA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(EXPRESSED IN US DOLLARS)

CONTINGENCIES AND COMMITMENT (CONTINUED)

Vacances Sinorama leases office space under non-cancellable operating lease agreements, to be used for the Airline Ticket Department, Asia Tour Department and others departments. The initial leases expired on various dates through 2016. Under the terms of those leases, Vacances Sinorama paid approximately $22,061 in lease deposits and committed to lease and management fee payments of approximately $12,080 per month for 60 months. In March 2016, Vacances Sinorama entered into a renewed lease agreement, which replaced its expired operating lease agreements. Under the current terms of the lease, Vacances Sinorama is committed to lease and management fee payments of approximately $15,515 per month for 60 months.

In July 2015, Vacances Sinorama entered into a new lease agreement for the Bus Tour Department office. Under the terms of the lease, Vacances Sinorama paid approximately $15,194 in lease deposits, and is committed to lease and management fee payments of approximately $5,134 per month for 60 months.

In February, 2015, Sinorama Voyages leased office space under a non-cancellable operating lease agreement. Under the terms of the lease, Sinorama Voyages paid approximately $13,894 in lease deposits, and lease expense payments of approximately $4,869 per month. Under the terms of the lease agreement, from February, 2016, Sinorama Voyages was committed to lease expense payments of approximately $4,857 per month for 96 months.

Future annual minimum lease payments, for non-cancellable operating leases are as follows:

Year ending December 31	Amount $
2017		101,471
2018		496,483
2019		496,483
2020		496,483
2021		505,543

NOTE 11. BASIC AND DILUTED EARNINGS PER SHARE

	Nine Months Ended September 30,
	2017		2016
	(Unaudited)		(Unaudited)
Numerator:
Net income available to common stockholders	$	432,564	$	(1,154,692	)
Denominator:
Basic and diluted weighted-average number of shares outstanding		15,009,944		11,000,000
Net income per share:
Basic and diluted	$	0.03	$	(0.10	)

NOTE 12. SUBSEQUENT EVENT

The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

F-40

Dealer Prospectus Delivery Obligation

Until 90 days from the effective date of this Registration Statement, all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to give you different information. This prospectus does not constitute an offer to sell nor are they seeking an offer to buy the securities referred to in this prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus and the documents incorporated by reference are correct only as of the date shown on the cover page of these documents, regardless of the time of the delivery of these documents or any sale of the securities referred to in this prospectus.

SINORAMA CORPORATION

486,000

Shares

Common Stock

PROSPECTUS

________________, 2017

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant.

Name of Expense	Amount
Securities and Exchange Commission registration fee	$	90.77
Transfer Agent Fees	$	-
Legal, accounting fees and expenses (1)	$	15,000
Edgar filing, printing and engraving fees (1)	$	2,000
Total (1)	$	17,090.77

(1) Estimated.

Indemnification of Directors and Officers

Section 607.0850 of the Florida Business Corporation Act authorizes a corporation to provide indemnification to a director, officer, employee or agent of the corporation against expenses reasonably incurred in connection with a proceeding to which he or she is a party by reason of the fact that he or she was or is a director, officer, employee or agent of the corporation, if such party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to any action which results in a judgment against the person and in favor of the corporation or with respect to an action in which it is determined that the person derived an improper personal benefit, the corporation may not indemnify unless a court determines that the person is fairly and reasonably entitled to the indemnification. Section 607.0850 of the Florida Business Corporation Act further provides that indemnification shall be provided if the party in question is successful on the merits.

The Bylaws of Sinorama Corporation provide that the Company may indemnify each person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys, fees, arising out of his or her status as a director, officer, agent, employee or representative of the Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

Recent Sales of Unregistered Securities

The following sets forth information regarding all unregistered sales of our securities since our inception on June 30, 2016. All of these sales were exempt from registration under the Securities Act by reason of Section 4(2) of the Securities Act, as transactions by an issuer not involving a public offering, or were exempt from registration pursuant to Regulation S. The recipients of securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates issued in such transactions and there were no investors who are citizens or residents of the United States. We relied on information from purchasers that they were accredited investors and/or such investors were provided adequate information and were otherwise determined to be suitable. In all cases, there was no public solicitation. The issuances of the securities described below were affected without the involvement of underwriters.

II-1

Shareholder	Shares Purchased		Consideration Paid		Date of Purchase
Xing Yanhua		330,000		Share Exchange		30/06/2016
Yang Ming		330,000		Share Exchange		30/06/2016
Wang Bo		220,000		Share Exchange		30/06/2016
Wang Xiwang		110,000		Share Exchange		30/06/2016
Wei He		110,000		Share Exchange		30/06/2016
Zhang Guohua		385,000		Share Exchange		30/06/2016
Zou Gongping		275,000		Share Exchange		30/06/2016
Cheung Wai Kee		110,000		Share Exchange		30/06/2016
8941408 Canada Inc.		330,000		Share Exchange		30/06/2016
Yu Miao		20,000		20,000		05/10/2016
Wang Wen		40,000		40,000		11/10/2016
Gao Yuan		40,000		40,000		05/10/2016
Xiao Ting		40,000		40,000		11/10/2016
Yang Man		20,000		20,000		11/10/2016
Charest Dave		40,000		40,000		11/10/2016
Zheng Donghui		20,000		20,000		09/10/2016
Li Huichun		20,000		20,000		09/10/2016
Chang Ching-Yun		20,000		20,000		14/10/2016
Sun Peng		20,000		20,000		11/10/2016
Zhang Jing		20,000		20,000		16/10/2016
Zou Wuchang		40,000		40,000		12/10/2016
Deng Min		20,000		20,000		11/10/2016
Zou You		40,000		40,000		12/10/2016
Guo Shu		40,000		40,000		12/10/2016
Lu Chang		20,000		20,000		12/10/2016
Chen Xiaoming		20,000		20,000		17/10/2016
Gong Jiangang		20,000		20,000		14/10/2016
Lai Xiao		40,000		40,000		12/10/2016
Cheng Gang		20,000		20,000		16/10/2016
Wang Mingjun		20,000		20,000		14/10/2016
Jiang Huihui		20,000		20,000		17/10/2016
Li Yuanying		20,000		20,000		14/10/2016
Li Li		20,000		20,000		12/10/2016
Li Ping		40,000		40,000		14/10/2016
Li Shani		40,000		40,000		12/10/2016
Liu Lin		40,000		40,000		12/10/2016
Zhou Li		20,000		20,000		14/10/2016
Zhu Chunying		20,000		20,000		14/10/2016
Zheng Dongquan		20,000		20,000		14/10/2016
Xu Min		20,000		20,000		13/10/2016
Hu Bo		40,000		40,000		14/10/2016
Yin Ting		20,000		20,000		14/10/2016
Jia Yupeng		20,000		20,000		14/10/2016
Qin Jianhua		20,000		20,000		14/10/2016
Fan Jiexin		200,000		200,000		12/10/2016
Cai Jianping		100,000		100,000		12/10/2016
Xiao Lan Hua		100,000		100,000		12/10/2016
Li Jing		20,000		20,000		12/10/2016
Mao Wenkai		20,000		20,000		11/10/2016
Wu Baoping		20,000		20,000		11/10/2016
Liu Zhi Yong		20,000		20,000		13/10/2016
Lin Hailong		20,000		20,000		20/10/2016
Lin Nan		40,000		40,000		16/10/2016
Li Liguang		100,000		100,000		16/10/2016

II-2

Lin Chen	20,000	20,000	16/10/2016
Qian Fang	10,000	10,000	16/10/2016
Wang Shuai	40,000	40,000	16/10/2016
Hu Yajuan	40,000	40,000	16/10/2016
Hu Guangxin	20,000	20,000	16/10/2016
Li Jing	60,000	60,000	16/10/2016
Liu Bin	40,000	40,000	16/10/2016
Chen Jianzhong	20,000	20,000	07/10/2016
Han Zhen	40,000	40,000	16/10/2016
Wu Min	20,000	20,000	16/10/2016
Wu Jiachun	40,000	40,000	16/10/2016
Gao Lei	60,000	60,000	16/10/2016
Shao Mingye	20,000	20,000	16/10/2016
Wu Weiling	20,000	20,000	12/10/2016
Gao Yu	40,000	40,000	16/10/2016
Zhou Juan	20,000	20,000	16/10/2016
Wu Hongxuan	40,000	40,000	16/10/2016
Zhang Nai Ru	100,000	100,000	12/10/2016
Cai Xiujuan	100,000	100,000	12/10/2016
Zhang Jin	10,000	10,000	12/10/2016
Cao Zhong	10,000	10,000	12/10/2016
Laforest Daniel	40,000	40,000	11/10/2016
Pan Lei	20,000	20,000	31/10/2016
Liu Xiaojuan	40,000	40,000	12/10/2016
Wen Gailing	100,000	100,000	09/11/2016
Lei Hao	150,000	150,000	12/10/2016
Su Jing	100,000	100,000	14/10/2016
Cui Hang	20,000	20,000	14/10/2016
Li Ang	20,000	20,000	14/10/2016
Zhang Wei	40,000	40,000	19/10/2016
Zhou Sufen	40,000	40,000	21/10/2016
Yang Baixian	40,000	40,000	21/10/2016
Li Hong	40,000	40,000	28/10/2016
Zhang Ye	20,000	20,000	21/10/2016
Wei Jianrong	20,000	20,000	01/11/2016
Yue Yin	20,000	20,000	19/10/2016
Zhang Shuxuan	20,000	20,000	14/10/2016
Zhu Junqiang	20,000	20,000	16/10/2016
Zhang Zhenyi	40,000	40,000	15/10/2016
Yu Hai	20,000	20,000	12/10/2016
Guo Hua	10,000	10,000	17/10/2016
Song Xiao	20,000	20,000	17/10/2016
Zhang Hui	20,000	20,000	07/11/2016
Li Jing	40,000	40,000	12/10/2016
Li Gang	20,000	20,000	5/10/2016
Wang Lu	20,000	20,000	12/10/2016
Wang Cailing	10,000	10,000	14/10/2016
Xue Junlian	20,000	20,000	12/10/2016
Xu Geng	50,000	50,000	12/10/2016
Gao Jie	40,000	40,000	18/10/2016
Huang Lan	20,000	20,000	15/10/2016
Yang Yang	20,000	20,000	13/10/2016
Yan Guang Ping	100,000	100,000	08/11/2016
Wang Yingwei	10,000	10,000	12/10/2016
Gao Long	20,000	20,000	12/10/2016
Chu Chenhui	20,000	20,000	12/10/2016
Li Linhong	10,000	10,000	12/10/2016

II-3

Zheng An	30,000	30,000	12/10/2016
Zhang Xiaoqi	30,000	30,000	12/10/2016
Gao Yuan	30,000	30,000	21/10/2016
Qian Liping	20,000	30,000	10/03/2017
Liu RuoZhi	20,000	30,000	15/03/2017
Gu XiaoChun	40,000	60,000	18/03/2017
Zhou Jing	20,000	30,000	05/04/2017
Chen, Jianzhong	40,000	60,000	08/04/2017
Lu Yue	21,000	31,500	10/04/2017
Kuai Xuejia	20,000	30,000	11/04/2017
Li Li	20,000	30,000	05/04/2017
Chen Xiaoming	20,000	30,000	16/04/2017
Qian Yu	40,000	60,000	17/04/2017
Zhu Hao	20,000	30,000	19/04/2017
Lu Zhiliang	120,000	180,000	19/04/2017
Ma Hui	35,000	52,500	20/04/2017
Xu Shi	20,000	30,000	20/04/2017
Chen Qiwen	10,000	15,000	29/04/2017
Fortin Pascal	20,000	30,000	01/06/2017
	6,386,000	$ 4,429,000

Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

3.1	Articles of Incorporation of Registrant⁽¹⁾
3.2	Bylaws of the Registrant⁽¹⁾
5.1	Legal Opinion of Robert Brantl, Esq.
10.1	Share Exchange Agreement⁽¹⁾
10.2	Office leasing contracts- Montreal Main Operation Office⁽¹⁾
10.3	Office leasing contracts-Bus Tour Office⁽¹⁾
10.4	Office leasing contracts-France Office⁽¹⁾
10.5	Agreements with Sinorama Travel Vancouver Inc.⁽¹⁾
10.6	Agreements with Sinorama Holiday Inc.⁽¹⁾
21.1	List of Company Subsidiaries⁽¹⁾
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Robert Brantl, Esq. is included in Exhibit 5
24	Power of Attorney is included on the signature page of this registration statement.

__________________________

(1)

Filed on December 16, 2016 as an exhibit to Amendment No. 1 to Form S-1 (333-214546) and incorporated herein by reference.

II-4

Undertakings

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)

To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(b)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the Offering of such securities at that time shall be deemed to be the initial bona fide Offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the Offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in Montreal, Quebec, Canada on November 29, 2017.

	SINORAMA CORPORATION.

	By:	/s/ JING Wenjia
		JING Wenjia
		Chief Executive Officer
		(Principal Executive Officer)

II-5

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Jing Wenjia as his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 and any and all amendments including post-effective amendments thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities described herein which are the subject of such Registration Statement, as the case may be, which amendments may make such changes in such Registration Statement, as the case may be, as such attorney may deem appropriate, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do in person, hereby ratifying and approving all acts of any such attorney or substitute.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

/s/ Qian Hong		November 29, 2017
Qian Hong
Chairman of the Board

/s/ Jing Wenjia		November 29, 2017
Jing Wenjia, Chief Executive Officer
and Director

/s/ Zhao Hongxi		November 29, 2017
Zhao Hongxi, Chief Financial and Accounting
Office, Director

II-6

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

3.1		Articles of Incorporation of Registrant⁽¹⁾
3.2		Bylaws of the Registrant⁽¹⁾
5.1		Legal Opinion of Robert Brantl, Esq.
10.1		Share Exchange Agreement⁽¹⁾
10.2		Office leasing contracts- Montreal Main Operation Office⁽¹⁾
10.3		Office leasing contracts-Bus Tour Office⁽¹⁾
10.4		Office leasing contracts-France Office⁽¹⁾
10.5		Agreements with Sinorama Travel Vancouver Inc.⁽¹⁾
10.6		Agreements with Sinorama Holiday Inc.⁽¹⁾
21.1		List of Company Subsidiaries⁽¹⁾
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Robert Brantl, Esq. is included in Exhibit 5.1
24		Power of Attorney is included on the signature page of this registration statement.

__________________________

(1)

Filed on December 16, 2016 as an exhibit to Amendment No. 1 to Form S-1 (333-214546) and incorporated herein by reference.

Sinorama Corp S-1