Agora 10-Q 5 Jun 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Jun. 02, 2017
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-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,123,152

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current
Cash	$ 5,933	$ 6,795
Accounts receivable	7,892	5,303
Total Current Assets	13,825	12,098
Total Assets	13,825	12,098
Current
Accounts payable and accrued liabilities	23,698	24,172
Other payables	6,502	5,990
Due to related party	51,770	21,705
Convertible notes - related party, net	279,371	272,983
Total Current Liabilities	361,341	324,850
Total Liabilities	361,341	324,850
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 shares issued and outstanding as of March 31, 2017 and December 31, 2016	12,123	12,123
Additional Paid-in Capital	495,156	447,316
Accumulated other comprehensive income (loss)	2,028	2,259
Accumulated income (deficit)	(856,823)	(774,450)
Total Stockholders' Deficit	(347,516)	(312,752)
Total Liabilities and Stockholders' Deficit	$ 13,825	$ 12,098

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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	12,123,152
Common stock, shares outstanding	12,123,152	12,123,152

Consolidated Statements of Oper

Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Gross Revenue	$ 4,512	$ 5,922
Costs of Goods Sold		2,167
Gross profit	4,512	3,755
Operating Expenses
Management fees	18,000	18,000
Professional fees	10,500	3,250
Consulting fees		19,800
General and administrative expenses	5,086	3,985
Total operating expenses	33,586	45,035
Income (loss) from operations	(29,074)	(41,280)
Interest expenses	(53,299)	(1,587)
Net (loss)	$ (82,373)	$ (42,867)
Net loss per share - basic and diluted	$ (0.01)	$ 0
Weighted average shares outstanding - basic and diluted	12,123,152	12,094,523
Comprehensive Income (Loss):
Net income (loss)	$ (82,373)	$ (42,867)
Effect of foreign currency translation	(231)	(1,977)
Comprehensive Loss	$ (82,604)	$ (44,844)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from Operating Activities
Net income (loss)	$ (82,373)	$ (42,867)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of debt discount	47,840
Changes in operating assets and liabilities:
Accounts receivable	(2,532)	(6,978)
Accounts payable	32,766	2,329
Due to related party	(3,002)	1,463
Net cash used in operating activities	(7,301)	(46,053)
Cash flows from Investing Activities
Net cash provided by investing activities
Cash flows from Financing Activities
Proceeds from convertible notes	6,388	46,029
Net cash provided by financing activities	6,388	46,029
Effects of exchange rates on cash	51	139
Increase (decrease) in cash during the period	(862)	115
Cash, beginning of period	6,795
Cash, end of period	5,933	115
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		$ 18,406

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2017
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	3 Months Ended
	Mar. 31, 2017
Going Concern [Abstract]
Going Concern	Note 2 – Going Concern The Company has incurred net losses since inception and had a working capital deficit of $347,516 at March 31, 2017.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
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. Basis of Presentation The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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 January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a 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. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis. In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Convertible Notes

Convertible Notes	3 Months Ended
	Mar. 31, 2017
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 ($) Accrued interest payable ($) Balance, 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 ) Balance, December 31, 2016 272,983 - 272,983 9,375 Additions: - - - BCF associated 2016 notes - (45,498 ) (45,498 ) - New note 6,388 (2,342 ) 4,046 - Interest expense - - - 5,460 Deduct: amortization of discount - 47,840 47,840 - Balance, March 31, 2017 $ 279,371 $ - $ 279,371 $ 14,835 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 pre-split shares of the Company’s common stock effective January 19, 2016. During the fiscal year ended December 31, 2016 the Company entered various convertible loan agreements for totaling 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, between $0.13 to $0.23, was lower than the conversion price. 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. Due to the reverse split on a 1 for 10 basis, the he Company recognized the intrinsic value of the embedded beneficial conversion feature of $45,498 associated with above notes as additional paid-in capital and the debt discount was recorded as interest expense. During the three months ended March 31, 2017 the Company entered a convertible loan agreements for totaling gross proceeds of $6,388 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 recognized the intrinsic value of the embedded beneficial conversion feature of $2,342 as additional paid-in capital and the debt discount was recorded as interest expense.

Consulting Agreement

Consulting Agreement	3 Months Ended
	Mar. 31, 2017
Consulting Agreement [Abstract]
Consulting Agreement	Note 5 – 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. During the three months ended March 31, 2017 the Company terminated the agreement with no further compensation required.

Equity

Equity	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Equity	Note 6 – 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. Share issuance during the three months ended March 31, 2017: None Share issuance during the year ended December 31, 2016: 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 March 31, 2017 and December 31, 2016, the Company has 12,123,152 shares of common stock and nil shares of preferred stock issued and outstanding.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 - Related Party Transactions (1) Convertible notes with Major Shareholder: During the three months ended March 31, 2017 the Company entered a convertible loan agreements for totalgross proceeds of $6,388 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 recognized the intrinsic value of the embedded beneficial conversion feature of $2,342 as additional paid-in capital and the debt discount was recorded as interest expense. (2) Transactions with Mr. Ruben Yakubov, President of the Company During the three months ended March 31, 2017 Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors, invoiced $18,000 in management fees. The Company didn’t make any cash payments, leaving $18,000 on the balance sheets as due to related party. (3) Transactions with Danail Terziev, CEO and Director of the Company, and companies controlled by him During the three months ended March 31, 2017, the Company repaid an amount of $2,802, to a company controlled by our CEO, leaving $15,911 (December 31, 2016 - $18,713) in the balance sheets as advances from related party. During the three months ended March 31, 2017, the Company didn’t make cash payments to reduce a prior advance from a company controlled by our CEO, leaving $3,025 in the balance sheets as advances from related party.

Other Events

Other Events	3 Months Ended
	Mar. 31, 2017
Other Events [Abstract]
Other events	Note 8 – Other events Effective April 28, 2017, Ilya Kaplan resigned from all officer and director positions with the Company.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 of approximately $856,823, 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 $291,320 at March 31, 2017. For the three months ended March 31, 2017, the valuation allowance increased by approximately $28,007.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent events	Note 10 – 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 Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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.
Basis of Presentation	Basis of Presentation The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
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 January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a 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. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis. In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Convertible Notes (Tables)

Convertible Notes (Tables)	3 Months Ended
	Mar. 31, 2017
Convertible Notes [Abstract]
Schedule of convertible notes	Principal Amount ($) Debt Discount ($) Carrying Value ($) Accrued interest payable ($) Balance, 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 ) Balance, December 31, 2016 272,983 - 272,983 9,375 Additions: - - - BCF associated 2016 notes - (45,498 ) (45,498 ) - New note 6,388 (2,342 ) 4,046 - Interest expense - - - 5,460 Deduct: amortization of discount - 47,840 47,840 - Balance, March 31, 2017 $ 279,371 $ - $ 279,371 $ 14,835

Description of Business and B18

Description of Business and Basis of Presentation (Details) - USD ($)	Jan. 20, 2017	May 19, 2014	Mar. 31, 2017	Dec. 31, 2016	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 a 1 for 10 basis.	Effect a reverse split on the basis of 1,000 to 1.	1 for 10 basis.
Preferred stock, shares authorized			100,000,000	100,000,000		100,000,000
Common stock, shares issued			12,123,152	12,123,152			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

Going Concern (Details)

Going Concern (Details)	Mar. 31, 2017USD ($)
Going Concern (Textual)
Working capital deficit	$ 347,516

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies (Textual)
Property 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 ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Deduct: amortization of discount	$ 47,840
Principal Amount [Member]
Short-term Debt [Line Items]
Beginning Balance	272,983	$ 324,267
Additions:		272,983
Interest expenses
Issuance of shares to settle debt		(324,267)
BCF associated 2016 notes
New note	6,388
Deduct: amortization of discount
Ending Balance	279,371	272,983
Debt Discount [Member]
Short-term Debt [Line Items]
Beginning Balance
Additions:
Interest expenses
Issuance of shares to settle debt
BCF associated 2016 notes	(45,498)
New note	(2,342)
Deduct: amortization of discount	47,840
Ending Balance
Carrying Value [Member]
Short-term Debt [Line Items]
Beginning Balance	272,983	324,267
Additions:		272,983
Interest expenses
Issuance of shares to settle debt
BCF associated 2016 notes	(45,498)
New note	4,046
Deduct: amortization of discount	47,840
Ending Balance	279,371	272,983
Accrued interest payable [Member]
Short-term Debt [Line Items]
Beginning Balance	9,375	20,730
Additions:
Interest expenses	5,460	9,375
Issuance of shares to settle debt		(20,730)
BCF associated 2016 notes
New note
Deduct: amortization of discount
Ending Balance	$ 14,835	$ 9,375

Convertible Notes (Details Text

Convertible Notes (Details Textual) - USD ($)	Jan. 20, 2017	Aug. 25, 2016	Jan. 19, 2016	May 19, 2014	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Convertible Notes (Textual)
Total gross proceeds					$ 6,388	$ 46,029
Embedded beneficial conversion feature					$ 45,498
Pre-split shares of common stock		46,189	1,149,991
Reverse split, description	Effect a reverse split on a 1 for 10 basis.			Effect a reverse split on the basis of 1,000 to 1.	1 for 10 basis.
Major Shareholder [Member]
Convertible Notes (Textual)
Convertible loans payable			$ 344,997
Convertible Loan Agreements [Member]
Convertible Notes (Textual)
Total gross proceeds					$ 6,388		$ 272,983
Interest rate per annum					8.00%		8.00%
Conversion price per share					$ 0.30		$ 0.30
Embedded beneficial conversion feature					$ 2,342
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, between $0.13 to $0.23, was lower than the conversion price.

Consulting Agreement (Details)

Consulting Agreement (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
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	Mar. 31, 2017	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
Issuance of shares of common stock		114,999
Pre-split shares of common stock	46,189	1,149,991
Common stock issued for service shares	4,618
Share price	$ 0.1299
Common stock issued for service value	$ 6,000
Common stock, shares issued			12,123,152	12,123,152		25,000,000
Preferred stock, shares issued						50,000,000
Preferred stock, shares outstanding

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transactions (Textual)
Total gross proceeds	$ 6,388	$ 46,029
Embedded beneficial conversion feature	45,498
Convertible Loan Agreements [Member]
Related Party Transactions (Textual)
Total gross proceeds	$ 6,388		$ 272,983
Interest rate per annum	8.00%		8.00%
Conversion price per share	$ 0.30		$ 0.30
Embedded beneficial conversion feature	$ 2,342
Mr. Ruben Yakubov, President and Board of Directors [Member]
Related Party Transactions (Textual)
Management fees	18,000
Due to related party	18,000
Danail Terziev, CEO and Director [Member]
Related Party Transactions (Textual)
Repayment of amount	2,802
Advances from related party	3,025		$ 18,713
Accounts payable	$ 15,911

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Income Taxes (Textual)
Operating loss carry-forwards	$ 856,823
Operating loss carry-forwards, expiration date	Dec. 31, 2034
Deferred tax assets, operating loss carry-forwards	$ 291,320
Valuation allowance increased	$ 28,007
Statutory income tax rate	34.00%