Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 15, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Agora Holdings, Inc. | |
Entity Central Index Key | 1,680,966 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 121,232,883 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current | ||
Cash | $ 148 | |
Accounts receivable | 21,274 | 9,902 |
Prepaid expenses | 15,000 | |
Total Current Assets | 36,422 | 9,902 |
Total Assets | 36,422 | 9,902 |
Current | ||
Accounts payable and accrued liabilities | 28,627 | 63,124 |
Other payables | 5,987 | 4,177 |
Due to related party | 24,437 | 22,594 |
Convertible notes - related party | 209,917 | 324,267 |
Total Current Liabilities | 268,968 | 414,162 |
Commitment and contingency | 150,000 | |
Total Liabilities | 268,968 | 564,162 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, $0.10 par value; authorized: 100,000,000, no shares issued and outstanding as of December 31, 2015 and 2014 | ||
Common Stock, $0.001par value; authorized: 500,000,000 shares, 121,232,882 and 120,036,702 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 121,233 | 120,037 |
Additional Paid-in Capital | 338,207 | (161,595) |
Accumulated other comprehensive income (loss) | 1,722 | 2,843 |
Accumulated income (deficit) | (693,708) | (515,545) |
Total Stockholders' Deficit | (232,546) | (554,260) |
Total Liabilities and Stockholders' Deficit | $ 36,422 | $ 9,902 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 121,232,882 | 120,036,702 |
Common stock, shares outstanding | 121,232,882 | 120,036,702 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Gross Revenue | $ 4,605 | $ 15,695 | $ 18,015 | |
Costs of Goods Sold | 1,140 | 5,353 | 3,406 | 18,800 |
Gross profit | 3,465 | (5,353) | 12,289 | (785) |
Operating Expenses | ||||
Management fees | 18,000 | 18,000 | 54,000 | 54,000 |
Professional fees | 17,410 | 10,380 | 44,520 | 32,725 |
Consulting fees | 24,800 | 19,800 | 64,400 | 59,400 |
General and administrative expenses | 12,254 | 10,568 | 22,556 | 33,400 |
Total operating expenses | 72,464 | 58,748 | 185,476 | 179,525 |
Income (loss) from operations | (68,999) | (64,101) | (173,187) | (180,310) |
Interest expenses | (2,468) | (53,653) | (4,976) | (144,380) |
Net (loss) | $ (71,467) | $ (117,754) | $ (178,163) | $ (324,690) |
Net loss per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 121,197,738 | 120,036,702 | 121,110,658 | 120,036,702 |
Comprehensive Income (Loss): | ||||
Net income (loss) | $ (71,467) | $ (117,754) | $ (178,163) | $ (324,690) |
Effect of foreign currency translation | 15 | 1,677 | (1,211) | 1,689 |
Comprehensive Loss | $ (71,452) | $ (116,077) | $ (179,374) | $ (323,001) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from Operating Activities | ||
Net income (loss) | $ (178,163) | $ (324,690) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization of debt discount | 132,232 | |
Shares issuance for services | 6,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,785) | (4,982) |
Prepaid expenses | (15,000) | |
Customer deposit | 3,731 | |
Accounts payable | (13,412) | 37,168 |
Due to related party | 1,561 | 14,574 |
Net cash used in operating activities | (209,799) | (141,967) |
Cash flows from Investing Activities | ||
Net cash provided by investing activities | ||
Cash flows from Financing Activities | ||
Proceeds from convertible notes | 209,917 | 138,301 |
Net cash provided by financing activities | 209,917 | 138,301 |
Effects of exchange rates on cash | 30 | 1,690 |
Increase (decrease) in cash during the period | 148 | (1,976) |
Cash, beginning of period | 1,976 | |
Cash, end of period | 148 | |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash flow in financing activities: | ||
Debt principal converted to shares | 324,267 | |
Accrued interest converted to shares | $ 20,730 |
Description of business and bas
Description of business and basis of presentation | 9 Months Ended |
Sep. 30, 2016 | |
Description of business and basis of presentation [Abstract] | |
Description of business and basis of presentation | Note 1 – Description of business and basis of presentation Organization and nature of business Agora Holdings Inc. (the “Company” or “Agora”) is a Utah corporation incorporated on February 1, 1983 as Pleistocene, Inc. On May 1, 1998 we changed our name to Agora Holdings, Inc. The Company is presently pursuing various business opportunities is in the business of software development, specializing in web, media and lpTV applications as well as operating support billing software for VOIP telephony, through its wholly owned subsidiary, Geegle Media Inc. Presently our primary operational office is located in Canada, with software development work outsourced to Bulgaria. On May 19, 2014 the Company filed amended articles with the State of Utah in order to effect a reverse split on the basis of 1,000 to 1, to increase the Company’s authorized common shares to 500,000,000 and to increase the Company’s authorized preferred shares to 100,000,000 which became effective on July 22, 2014. The effect of this reverse split has been retroactively applied to the common stock balances as at December 31, 2013 and reflected in all common stock activity presented in these financial statements. On May 29, 2014, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Sandra Gale Morgan, owner of all of the issued and outstanding membership interests of 677770BC LTD, a British Columbia corporation doing business as Sunbeam Central (“SBC”) where the Company will acquire all of the issued and outstanding shares of capital stock of SBC with the purpose of owning and operating SBC as the Company’s wholly-owned subsidiary and will deliver a total of 250,000,000 shares of the Company’s common stock and 50,000,000 shares of the Company’s preferred stock. The Company was unable to close the transaction and on September 20, 2014 the Company, Sandra Gale Morgan and SBC entered into a termination agreement where under all issued preferred shares and common shares of Agora held in escrow pending closing of the transaction were canceled and returned to treasury and all membership interests of SBC were returned from escrow to Sandra Gale Morgan. On September 30, 2014, the Company entered into and completed a share exchange agreement with Danail Terziev, an individual residing in the Province of Ontario (“Owner”), who is the 100% holder of the issued and outstanding shares of Geegle Media Ltd. (“Geegle”), an Ontario corporation (‘GML”). Under such agreement, the Owner will deliver all of the outstanding capital stock of GML to the Company in exchange for a total of 70,000,000 shares of the Company’s common stock and $150,000 cash payment, payable within 90 days of the Company becoming current in its filings on OTC Markets. The Owner and the Company are in negotiation to extend the date for the cash payment by a further 180 days. Concurrent with the aforementioned share exchange agreement, Mr. Danail Terziev, was appointed to the Company’s board of directors and became the Chief Executive Officer of Agora. Mr. Terziev also became the controlling shareholder of the Company concurrent with the completion of the transaction. As a result of the aforementioned transaction, Geegle became a wholly owned subsidiary of the Company. The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of GML. Under reverse acquisition accounting GML (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination. Geegle Media Ltd. is in the business of software development, specializing in web, media and lpTV applications as well as operating support billing software for VOIP telephony. The Company is seeking other business opportunities that complement its existing business focus. Financial Statements Presented The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report for the fiscal year ended December 31, 2015. Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern [Abstract] | |
Going Concern | Note 2 – Going Concern For the nine months ended September 30, 2016, the Company reported net losses of $178,163. In addition, the Company had a working capital deficit as of September 30, 2016. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2016 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Principal of Consolidation These consolidated financial statements include the accounts of Agora Holdings Inc. and its wholly-owned subsidiary, Geegle Media Ltd. All intercompany balances and transactions have been eliminated in consolidation. Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) products are installed and/or the contracted services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. All product installations and system configuration services are sold on a payment per order basis. All development services are invoiced when completed. Revenues are recognized at the point of sale, which occurs when the service is completed and/or installation services are complete. Costs of Goods Sold Cost of goods sold include all direct costs of handling and purchasing installed items, direct labor relative to services provided for installation and/or monitoring, and costs incurred in software development and implementation. There are no costs of goods sold on a recurring basis with respect to monthly charges for ongoing subscription fees once installation of equipment is completed. Foreign Currencies Functional and presentation currency Transactions and balances Subsidiaries i) assets and liabilities are translated at the closing rate at the date of the balance sheet; ii) income and expenses are translated at average exchange rates; iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items. The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 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 bases 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 it is more likely than not that some or all deferred tax assets will not be realized. Loss per Common Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes [Abstract] | |
Convertible Notes | Note 4 - Convertible Notes The following table summarizes information in respect to the convertible notes: Principal Amount ($) Debt Discount ($) Carrying Value ($) Accrued interest payable ($) December 31, 2014 147,513 - 147,513 2,324 Additions 176,754 (176,754 ) - - Amortization of debt discount - 176,754 176,754 - Interest expenses - - - 18,406 December 31, 2015 324,267 - 324,267 20,730 Additions 209,917 - 209,917 - Interest expenses - - - 4,976 Issuance of shares to settle debt (324,267 ) - - (20,730 ) September 30, 2016 209,917 - 209,917 4,976 During the year ended December 31, 2015 the Company entered into various convertible loan agreements for total gross proceeds of $38,635 with corporations controlled by a shareholder of the Company. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.002 per share. ($147,513 – December 31, 2014). On the transaction date, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $38,635 as additional paid-in capital and the debt discount in full was recorded as interest expense. During the year ended December 31, 2015 the Company entered into various convertible loan agreements for total gross proceeds of $138,119 with one of the Company’s major shareholders. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.002 per share. On the transaction dates, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $138,119 as additional paid-in capital and the debt discount in full was recorded as interest expense. The Company renegotiated the terms of the aforementioned convertible notes to reprice the conversion terms to $0.30 from $0.002 per share. Concurrently the Company entered into various debt conversion agreements with a major shareholder and a corporation controlled by this major shareholder to settle a total of $344,997 in convertible loans payable as well as accrued interest up to the conversion date in exchange for 1,149,991 shares of the Company’s common stock effective January 19, 2016. During the three months ended March 31, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $46,029 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.23, was lower than the conversion price. During the three months ended June 30, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $77,409 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.13, was lower than the conversion price. During the three months ended September 30, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $86,479 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.18, was lower than the conversion price. |
Commitment
Commitment | 9 Months Ended |
Sep. 30, 2016 | |
Commitment [Abstract] | |
Commitment | Note 5 – Commitment On August 15, 2016 the Company and Danail Terziev, its CEO and a member of the board of directors, entered into an amendment to the September 30, 2014 share exchange agreement where under the Company acquired Geegle Media Ltd. (“Geegle”). The Company and Mr. Terziev have agreed to waive the $150,000 cash payment required under the terms of the original agreement due to the fact that the Geegle Media revenue base has not yet grown sufficiently to meet such payments without undue strain on the Company. The Company recorded the $150,000 to additional paid in capital. |
Consulting Agreement
Consulting Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Consulting Agreement [Abstract] | |
Consulting Agreement | Note 6 – Consulting Agreement On September 7, 2016, the Company entered into a Consulting Agreement (the “Agreement”) with a third party for the provision of investor introduction services, primarily to deal with Canadian investors, to the Company for an initial term of one year, expiring on September 7, 2017. In consideration for services provided, the Company shall compensate consultant in the following schedule: a. The company shall be commencing after the completion of the first four months of the term, pay to consultant a monthly fee in an amount equal to $5,000 USD during the balance of the term; b. The Company agrees to make an initial payment to the consultant $20,000 USD, a payment equal to and represents the initial four months of Fees on or before September 9, 2016. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | Note 7 – Equity The Company’s authorized common stock consists of 500,000,000 common shares with par value of $0.001 and 100,000,000 shares of preferred stock with par value of $0.10 per share. On January 19, 2016, the Company agreed to issue 1,149,991 shares of common stock to a shareholder of the Company and a company controlled by a shareholder of the Company in order to retire certain convertible notes payable and accrued interest thereon. (Ref Note 4 – Convertible notes). On August 25, 2016, the Company agreed to issue 46,189 shares of common stock with a price of $0.1299 per share, totaling $6,000, to a third party for the service provided on drafting a Form 10 Registration Statement. As of September 30, 2016 and December 31, 2015, the Company has 121,232,883 and 120,036,702 shares of common stock and nil shares of preferred stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 - Related Party Transactions On January 19, 2016 a shareholder of the Company and a company controlled by this shareholder agreed to convert a total of $344,997 in convertible loans payable as well as accrued interest up to the conversion date in exchange for 1,149,991 shares of the Company’s common stock. During the nine months ended September 30, 2016 and 2015 the Company paid $48,000 in management fees to Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors. During the nine months ended September30, 2016, the Company received advances in the amount of $1,561, from a company controlled by our CEO. The Company didn’t make any cash payments, leaving $24,437 in the balance sheets as advances from related party. During the three months ended March 31, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $46,029 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and is convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. During the three months ended June 30, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $77,409 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. During the three months ended September 30, 2016 the Company entered into a convertible loan agreement for total gross proceeds of $86,479 with one of the Company’s major shareholders. The loan bears interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share. On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.18, was lower than the conversion price. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 9 – Subsequent events The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principal of Consolidation | Principal of Consolidation These consolidated financial statements include the accounts of Agora Holdings Inc. and its wholly-owned subsidiary, Geegle Media Ltd. All intercompany balances and transactions have been eliminated in consolidation. |
Estimates | Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. |
Revenue Recognition | Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) products are installed and/or the contracted services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. All product installations and system configuration services are sold on a payment per order basis. All development services are invoiced when completed. Revenues are recognized at the point of sale, which occurs when the service is completed and/or installation services are complete. |
Costs of Goods Sold | Costs of Goods Sold Cost of goods sold include all direct costs of handling and purchasing installed items, direct labor relative to services provided for installation and/or monitoring, and costs incurred in software development and implementation. There are no costs of goods sold on a recurring basis with respect to monthly charges for ongoing subscription fees once installation of equipment is completed. |
Foreign Currencies | Foreign Currencies Functional and presentation currency Transactions and balances Subsidiaries i) assets and liabilities are translated at the closing rate at the date of the balance sheet; ii) income and expenses are translated at average exchange rates; iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items. The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 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 bases 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 it is more likely than not that some or all deferred tax assets will not be realized. |
Loss per Common Share | Loss per Common Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes [Abstract] | |
Schedule of convertible notes | Principal Amount ($) Debt Discount ($) Carrying Value ($) Accrued interest payable ($) December 31, 2014 147,513 - 147,513 2,324 Additions 176,754 (176,754 ) - - Amortization of debt discount - 176,754 176,754 - Interest expenses - - - 18,406 December 31, 2015 324,267 - 324,267 20,730 Additions 209,917 - 209,917 - Interest expenses - - - 4,976 Issuance of shares to settle debt (324,267 ) - - (20,730 ) September 30, 2016 209,917 - 209,917 4,976 |
Description of business and b17
Description of business and basis of presentation (Details) - USD ($) | 1 Months Ended | |||||
May 19, 2014 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | Jul. 22, 2014 | May 29, 2014 | |
Description of business and basis of presentation (Textual) | ||||||
Reverse split description | Effect a reverse split on the basis of 1,000 to 1. | |||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 121,232,882 | 120,036,702 | 250,000,000 | |||
Preferred stock, shares issued | 50,000,000 | |||||
Ownership percentage | 100.00% | |||||
Common stock other value | $ 150,000 | |||||
Common stock other shares | 70,000,000 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Going Concern (Textual) | ||||
Net losses | $ (71,467) | $ (117,754) | $ (178,163) | $ (324,690) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies (Textual) | |
Property, plant and equipment depreciation methods, description | Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets. |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | |||
Amortization of debt discount | $ 132,232 | ||
Accrued interest payable [Member] | |||
Short-term Debt [Line Items] | |||
Beginning Balance | 20,730 | 2,324 | $ 2,324 |
Additions | |||
Amortization of debt discount | |||
Interest expenses | 4,976 | 18,406 | |
Issuance of shares to settle debt | (20,730) | ||
Ending Balance | 4,976 | 20,730 | |
Principal Amount [Member] | |||
Short-term Debt [Line Items] | |||
Beginning Balance | 324,267 | 147,513 | 147,513 |
Additions | 209,917 | 176,754 | |
Amortization of debt discount | |||
Interest expenses | |||
Issuance of shares to settle debt | (324,267) | ||
Ending Balance | 209,917 | 324,267 | |
Debt Discount [Member] | |||
Short-term Debt [Line Items] | |||
Beginning Balance | |||
Additions | (176,754) | ||
Amortization of debt discount | 176,754 | ||
Interest expenses | |||
Issuance of shares to settle debt | |||
Ending Balance | |||
Carrying Value [Member] | |||
Short-term Debt [Line Items] | |||
Beginning Balance | 324,267 | $ 147,513 | 147,513 |
Additions | 209,917 | ||
Amortization of debt discount | 176,754 | ||
Interest expenses | |||
Issuance of shares to settle debt | |||
Ending Balance | $ 209,917 | $ 324,267 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 19, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Notes (Textual) | ||||||||
Total gross proceeds | $ 209,917 | $ 138,301 | ||||||
Convertible loans payable | $ 344,997 | $ 344,997 | $ 344,997 | |||||
Exchange shares of Company's common stock | 1,149,991 | |||||||
Minimum [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Conversion price per share | $ 0.002 | |||||||
Maximum [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Conversion price per share | $ 0.30 | |||||||
Convertible loan agreements [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Total gross proceeds | $ 86,479 | $ 77,409 | $ 46,029 | $ 38,635 | $ 147,513 | |||
Interest rate per annum | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||
Conversion price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.002 | |||
Embedded beneficial conversion feature | $ 38,635 | |||||||
Beneficial conversion feature, Description | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.18, was lower than the conversion price. | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.13, was lower than the conversion price. | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.23, was lower than the conversion price. | |||||
Convertible loan agreements one [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Total gross proceeds | $ 138,119 | |||||||
Interest rate per annum | 8.00% | |||||||
Conversion price per share | $ 0.002 | |||||||
Embedded beneficial conversion feature | $ 138,119 |
Commitment (Details)
Commitment (Details) - USD ($) | Sep. 30, 2016 | Aug. 15, 2016 | Dec. 31, 2015 |
Commitment (Textual) | |||
Additional paid-in capital | $ 338,207 | $ (161,595) | |
Mr. Terziev [Member] | |||
Commitment (Textual) | |||
Purchase commitment amount | $ 150,000 | ||
Additional paid-in capital | $ 150,000 |
Consulting Agreement (Details)
Consulting Agreement (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Consulting Agreement [Abstract] | |
Consultant monthly fee | $ 5,000 |
Consultant initial payment | $ 20,000 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | |||||
Aug. 25, 2016 | Jan. 19, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Jul. 22, 2014 | May 29, 2014 | |
Equity (Textual) | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, par value | $ 0.10 | $ 0.10 | ||||
Common stock issued to a shareholder | 1,149,991 | |||||
Common stock issued for service shares | 46,189 | |||||
Share price | $ 0.1299 | |||||
Common stock issued for service value | $ 6,000 | |||||
Common stock, shares issued | 121,232,882 | 120,036,702 | 250,000,000 | |||
Preferred Stock, Shares Issued | 50,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 19, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Convertible loans payable | $ 344,997 | $ 344,997 | $ 344,997 | |||||
Conversion of Stock, Shares Issued | 1,149,991 | |||||||
Due to related party | 24,437 | 24,437 | $ 22,594 | |||||
Related party amount | 1,561 | $ 14,574 | ||||||
Total gross proceeds | $ 209,917 | 138,301 | ||||||
Convertible loan agreements [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total gross proceeds | $ 86,479 | $ 77,409 | $ 46,029 | $ 38,635 | $ 147,513 | |||
Interest rate per annum | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||
Conversion price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.002 | |||
Beneficial conversion feature, Description | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.18, was lower than the conversion price. | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.13, was lower than the conversion price. | On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, $0.23, was lower than the conversion price. | |||||
Board of Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 48,000 | 48,000 | ||||||
President [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 48,000 | $ 48,000 | ||||||
CEO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party amount | $ 1,561 |