Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | May 01, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Agora Holdings, Inc. | ||
Entity Central Index Key | 1,680,966 | ||
Amendment Flag | false | ||
Trading Symbol | AGHI | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,756,250 | ||
Entity Common Stock, Shares Outstanding | 12,123,152 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current | ||
Cash | $ 6,795 | |
Accounts receivable | 5,303 | 9,902 |
Total Current Assets | 12,098 | 9,902 |
Total Assets | 12,098 | 9,902 |
Current | ||
Accounts payable and accrued liabilities | 24,172 | 63,124 |
Other payables | 5,990 | 4,177 |
Due to related party | 21,705 | 22,594 |
Convertible notes - related party | 272,983 | 324,267 |
Total Current Liabilities | 324,850 | 414,162 |
Commitment and contingency | 150,000 | |
Total Liabilities | 324,850 | 564,162 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, $0.10 par value; authorized: 100,000,000, no shares issued and outstanding as of December 31, 2016 and 2015 | ||
Common Stock, $0.001par value; authorized: 500,000,000 shares, 12,123,152 and 12,003,535 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 12,123 | 12,004 |
Additional Paid-in Capital | 447,316 | (53,562) |
Accumulated other comprehensive income (loss) | 2,259 | 2,843 |
Accumulated income (deficit) | (774,450) | (515,545) |
Total Stockholders' Deficit | (312,752) | (554,260) |
Total Liabilities and Stockholders' Deficit | $ 12,098 | $ 9,902 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 12,123,152 | 12,003,535 |
Common stock, shares outstanding | 12,123,152 | 12,003,535 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Gross Revenue | $ 14,518 | $ 26,235 |
Related party revenue | 3,339 | |
Costs of Goods Sold | 3,397 | 19,416 |
Gross profit | 14,460 | 6,819 |
Operating Expenses | ||
Management fees | 72,000 | 72,000 |
Professional fees | 50,490 | 33,327 |
Consulting fees | 100,434 | 79,200 |
Bad debt | 2,333 | |
General and administrative expenses | 38,733 | 39,942 |
Total operating expenses | 263,990 | 224,469 |
Income (loss) from operations | (249,530) | (217,650) |
Interest expenses | (9,375) | (195,160) |
Net (loss) | $ (258,905) | $ (412,810) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.03) |
Weighted average shares outstanding - basic and diluted | 12,114,003 | 12,003,535 |
Comprehensive Income (Loss): | ||
Net income (loss) | $ (258,905) | $ (412,810) |
Effect of foreign currency translation | (584) | 2,026 |
Comprehensive Loss | $ (259,489) | $ (410,784) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Comprehensive Income (loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2014 | $ (320,230) | $ 12,004 | $ (230,316) | $ 817 | $ (102,735) | |
Beginning Balance, Shares at Dec. 31, 2014 | 12,003,535 | |||||
Beneficial conversion feature | 176,754 | 176,754 | ||||
Foreign currency translation adjustments | 2,026 | 2,026 | ||||
Loss for the period | (412,810) | (412,810) | ||||
Ending Balance at Dec. 31, 2015 | (554,260) | $ 12,004 | (53,562) | 2,843 | (515,545) | |
Ending Balance, Shares at Dec. 31, 2015 | 12,003,535 | |||||
Shares issued to settle debt | 344,997 | $ 115 | 344,882 | |||
Shares issued to settle debt, Shares | 114,999 | |||||
Shares issued for services | 6,000 | $ 4 | 5,996 | |||
Shares issued for services, Shares | 4,618 | |||||
Waived commitment under Share Exchange Agreement | 150,000 | 150,000 | ||||
Foreign currency translation adjustments | (584) | (584) | ||||
Loss for the period | (258,905) | (258,905) | ||||
Ending Balance at Dec. 31, 2016 | $ (312,752) | $ 12,123 | $ 447,316 | $ 2,259 | $ (774,450) | |
Ending Balance, Shares at Dec. 31, 2016 | 12,123,152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ (258,905) | $ (412,810) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization of debt discount | 176,754 | |
Shares issued for services | 6,000 | |
Bad debt | 2,333 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,600 | (9,902) |
Accounts payable | (18,419) | 44,640 |
Due to related party | 249 | 20,561 |
Net cash used in operating activities | (266,142) | (180,757) |
Cash flows from Investing Activities | ||
Net cash provided by investing activities | ||
Cash flows from Financing Activities | ||
Proceeds from convertible notes | 272,983 | 176,754 |
Net cash provided by financing activities | 272,983 | 176,754 |
Effects of exchange rates on cash | (46) | 2,027 |
Increase (decrease) in cash during the period | 6,795 | (1,976) |
Cash, beginning of period | 1,976 | |
Cash, end of period | 6,795 | |
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 | 12 Months Ended |
Dec. 31, 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. On January 20, 2017 the Company filed amended articles with the State of Utah in order to effect a reverse split on a 1 for 10 basis, to reduce the issued and outstanding number of shares which became effective on February 8, 2017. The effect of above 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 25,000,000 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 7,000,000 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 payment of $150,000 was agreed to be waived in fiscal 2016 due to the fact that the business is still developing its revenue base. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | Note 2 – Going Concern The Company has incurred net losses since inception and had a working capital deficit of $312,752 at December 31, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases 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 | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes [Abstract] | |
Convertible Notes | Note 4 - Convertible Notes 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. Subsequently, 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 114,999 shares of common stock (1,149,991 pre-split shares) effective January 19, 2016. During the fiscal year ended December 31, 2016 the Company entered into various convertible loan agreements for total gross proceeds of $272,983 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 $0.30 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(s), was between $0.13 and $0.23 per share, at all times lower than the conversion price. The following table summarizes information in respect to the convertible notes: Principal Amount ($) 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 272,983 - 272,983 - Interest expenses - - - 9,375 Issuance of shares to settle debt (324,267 ) - - (20,730 ) December 31, 2016 272,983 - 272,983 9,375 |
Commitment
Commitment | 12 Months Ended |
Dec. 31, 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 share exchange 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 waived by Mr. Terziev against additional paid in capital. |
Consulting Agreement
Consulting Agreement | 12 Months Ended |
Dec. 31, 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. After completion of the first four months of the term, the Company shall 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 of $20,000 USD, a payment equal to and representingthe initial four months of Fees on or before September 9, 2016, which amount has been paid. |
Equity
Equity | 12 Months Ended |
Dec. 31, 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 114,999 shares of common stock (1,149,991 pre-split 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 4,618 shares of common stock (46,189 pre-split 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 December 31, 2016 and December 31, 2015, the Company has 12,123,152 and 12,003,535 shares of common stock and nil shares of preferred stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 - Related Party Transactions (1) Convertible notes with Major Shareholder: 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 114,999 shares of common stock (1,149,991 pre-split shares of the Company’s common stock). During the fiscal year ended December 31, 2016 the Company entered into various convertible loan agreements for total gross proceeds of $272,983 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 $0.30 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(s), was between $0.13 to $0.23, at all times lower than the conversion price. (2) Transactions with Mr. Ruben Yakubov, President and Director of the Company During each of the twelve months ended December 31, 2016 and 2015 the Company paid $72,000 in management fees to Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors. (3) Transactions with Danail Terziev, CEO and Director of the Company, and companies controlled by him During the twelve months ended December 31, 2016, the Company repaid prior advances of $2,743, to a company controlled by our CEO, leaving $18,713 on the balance sheets as advances from related party. During the twelve months ended December 31, 2016, the Company invoiced and received marketing service fees in the amount of $3,339 (2015 – Nil) from 9194592 Canada Ltd, a company controlled by Mr. Terziev. During the twelve months ended December 31, 2016, 9194592 Canada Ltd advanced $2,992 to the Company to settle certain accounts payable. The Company didn’t make cash payments, leaving $2,992 on the balance sheets as advances from related party. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 - Income Taxes Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Operating loss carry-forwards generated through December 31, 2016 of approximately $774,450, will begin to expire in 2034. The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $263,285 at December 31, 2016. For the year ended December 31 2016, the valuation allowance increased by approximately $88,000. The Company had deferred income tax assets as of December 31, 2016 and 2015 as follows: December 31, 2016 December 31, 2015 Loss carryforwards $ 263,285 $ 175,280 Less - valuation allowance (263,285 ) (175,280 ) Total net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 10 – Subsequent events Effective April 28, 2017, Ilya Kaplan resigned from all officer and director positions with the Company. 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 Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases 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) | 12 Months Ended |
Dec. 31, 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 272,983 - 272,983 - Interest expenses - - - 9,375 Issuance of shares to settle debt (324,267 ) - - (20,730 ) December 31, 2016 272,983 - 272,983 9,375 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | December 31, 2016 December 31, 2015 Loss carryforwards $ 263,285 $ 175,280 Less - valuation allowance (263,285 ) (175,280 ) Total net deferred tax assets $ - $ - |
Description of Business and B20
Description of Business and Basis of Presentation (Details) - USD ($) | Jan. 20, 2017 | May 19, 2014 | Dec. 31, 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 | 12,123,152 | 12,003,535 | 25,000,000 | ||||
Preferred stock, shares issued | 50,000,000 | ||||||
Ownership percentage | 100.00% | ||||||
Common stock other value | $ 150,000 | $ 150,000 | |||||
Common stock other shares | 7,000,000 | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Subsequent Event [Member] | |||||||
Description of business and basis of presentation (Textual) | |||||||
Reverse split, description | Effect a reverse split on a 1 for 10 basis. |
Going Concern (Details)
Going Concern (Details) | Dec. 31, 2016USD ($) |
Going Concern (Textual) | |
Working capital deficit | $ (312,752) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Amortization of debt discount | $ 176,754 | |
Principal Amount [Member] | ||
Short-term Debt [Line Items] | ||
Beginning Balance | 324,267 | 147,513 |
Additions | 272,983 | 176,754 |
Amortization of debt discount | ||
Interest expenses | ||
Issuance of shares to settle debt | (324,267) | |
Ending Balance | 272,983 | 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 |
Additions | 272,983 | |
Amortization of debt discount | 176,754 | |
Interest expenses | ||
Issuance of shares to settle debt | ||
Ending Balance | 272,983 | 324,267 |
Accrued interest payable [Member] | ||
Short-term Debt [Line Items] | ||
Beginning Balance | 20,730 | 2,324 |
Additions | ||
Amortization of debt discount | ||
Interest expenses | 9,375 | 18,406 |
Issuance of shares to settle debt | (20,730) | |
Ending Balance | $ 9,375 | $ 20,730 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 25, 2016 | Jan. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Notes (Textuals) | |||||
Total gross proceeds | $ 272,983 | $ 176,754 | |||
Pre-split shares of common stock | 46,189 | ||||
Major Shareholder [Member] | |||||
Convertible Notes (Textuals) | |||||
Convertible loans payable | $ 344,997 | ||||
Exchange shares of Company's common stock | 114,999 | ||||
Pre-split shares of common stock | 1,149,991 | ||||
Minimum [Member] | Major Shareholder [Member] | |||||
Convertible Notes (Textuals) | |||||
Conversion price per share | $ 0.002 | ||||
Maximum [Member] | Major Shareholder [Member] | |||||
Convertible Notes (Textuals) | |||||
Conversion price per share | $ 0.30 | ||||
Convertible Loan Agreements [Member] | |||||
Convertible Notes (Textuals) | |||||
Total gross proceeds | $ 272,983 | $ 38,635 | $ 147,513 | ||
Interest rate per annum | 8.00% | 8.00% | |||
Conversion price per share | $ 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(s), was between $0.13 to $0.23, at all times lower than the conversion price. | ||||
Convertible loan agreements one [Member] | |||||
Convertible Notes (Textuals) | |||||
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 ($) | Dec. 31, 2016 | Aug. 15, 2016 | Dec. 31, 2015 |
Commitment (Textual) | |||
Additional paid-in capital | $ 447,316 | $ (53,562) | |
Danail Terziev [Member] | |||
Commitment (Textual) | |||
Cash payment waived | $ 150,000 | ||
Additional paid-in capital | $ 150,000 |
Consulting Agreement (Details)
Consulting Agreement (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Consulting Agreement (Textual) | |
Consulting agreement, expiry date | Sep. 7, 2017 |
Consulting agreement, initial term | one year |
Consultant monthly fee | $ 5,000 |
Consultant initial payment | $ 20,000 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 25, 2016 | Jan. 19, 2016 | Dec. 31, 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 | ||||
Pre-split shares of common stock | 46,189 | |||||
Common stock issued for service shares | 4,618 | |||||
Share price | $ 0.1299 | |||||
Common stock issued for service value | $ 6,000 | $ 6,000 | ||||
Common stock, shares issued | 12,123,152 | 12,003,535 | 25,000,000 | |||
Shareholder [Member] | ||||||
Equity (Textual) | ||||||
Conversion of stock, shares issued | 114,999 | |||||
Pre-split shares of common stock | 1,149,991 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 25, 2016 | Jan. 19, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions (Textual) | |||||
Pre-split shares of common stock | 46,189 | ||||
Total gross proceeds | $ 272,983 | $ 176,754 | |||
Advances from related party | 2,992 | ||||
Accounts payable | 2,992 | ||||
Convertible Loan Agreements [Member] | |||||
Related Party Transactions (Textual) | |||||
Total gross proceeds | $ 272,983 | $ 38,635 | $ 147,513 | ||
Interest rate per annum | 8.00% | 8.00% | |||
Conversion price per share | $ 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(s), was between $0.13 to $0.23, at all times lower than the conversion price. | ||||
Major Shareholder [Member] | |||||
Related Party Transactions (Textual) | |||||
Convertible loans payable | $ 344,997 | ||||
Conversion of stock, shares issued | 114,999 | ||||
Pre-split shares of common stock | 1,149,991 | ||||
Mr. Ruben Yakubov, President and Director [Member] | |||||
Related Party Transactions (Textual) | |||||
Management fees | $ 72,000 | $ 72,000 | |||
Danail Terziev, CEO and Director [Member] | |||||
Related Party Transactions (Textual) | |||||
Repayment of prior advances | 2,743 | ||||
Advances from related party | 18,713 | ||||
Marketing service fees | $ 3,339 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Loss carryforwards | $ 263,285 | $ 175,280 |
Less - valuation allowance | (263,285) | (175,280) |
Total net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 774,450 | |
Operating loss carryforwards, expiration date | Dec. 31, 2034 | |
Deferred tax assets, operating loss carry-forwards | $ 263,285 | $ 175,280 |
Valuation allowance increased | $ 88,000 | |
Statutory income tax rate | 34.00% |