Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 13, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,340,002 | ||
Entity Common Stock, Shares Outstanding | 49,207,887 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current | ||
Cash | $ 6,795 | |
Accounts receivable | 7,258 | 5,303 |
Total Current Assets | 7,258 | 12,098 |
Total Assets | 7,258 | 12,098 |
Current | ||
Accounts payable and accrued liabilities | 24,548 | 24,172 |
Bank overdraft | 105 | |
Other payables | 8,902 | 5,990 |
Due to related party | 68,002 | 21,705 |
Convertible notes - related party, net | 7,807 | 272,983 |
Total Current Liabilities | 109,364 | 324,850 |
Total Liabilities | 109,364 | 324,850 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, $0.10 par value; authorized: 100,000,000, no shares issued and outstanding as of December 31, 2017 and December 31, 2016 | ||
Common Stock, $0.001 par value; authorized: 500,000,000 shares, 20,898,152 and 12,123,152 shares issued and outstanding as of December 31, 2017 and December 31, 2016 | 20,898 | 12,123 |
Additional Paid-in Capital | 2,028,906 | 447,316 |
Accumulated other comprehensive income (loss) | 172 | 2,259 |
Accumulated income (deficit) | (2,152,082) | (774,450) |
Total Stockholders' Deficit | (102,106) | (312,752) |
Total Liabilities and Stockholders' Deficit | $ 7,258 | $ 12,098 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 20,898,152 | 12,123,152 |
Common stock, shares outstanding | 20,898,152 | 12,123,152 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenues | $ 22,999 | $ 14,518 |
Related party revenue | 3,339 | |
Total revenue | 22,999 | 17,857 |
Operating expenses | ||
Cost of revenues, direct materials | 3,397 | |
Programming costs | 26,618 | |
Management fees | 72,000 | 72,000 |
Professional fees | 37,110 | 50,490 |
Consulting fees | 750,000 | 100,434 |
General and administrative expenses | 31,883 | 38,733 |
Bad debt | 2,382 | 2,333 |
Total operating expenses | 919,993 | 267,387 |
Income (loss) from operations | (896,994) | (249,530) |
Interest expenses | (480,638) | (9,375) |
Net (loss) | $ (1,377,632) | $ (258,905) |
Net loss per share - basic and diluted | $ (0.10) | $ (0.02) |
Weighted average shares outstanding - basic and diluted | 13,985,686 | 12.114003 |
Comprehensive Income (Loss): | ||
Net income (loss) | $ (1,377,632) | $ (258,905) |
Effect of foreign currency translation | (2,087) | (584) |
Comprehensive Loss | $ (1,379,719) | $ (259,489) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid- in Capital | Accumulated Comprehensive Income (loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2015 | $ 12,004 | $ (53,562) | $ 2,843 | $ (515,545) | $ (554,260) | |
Balance, shares at Dec. 31, 2015 | 12,003,535 | |||||
Share issued to settle debt | $ 115 | 344,882 | 344,997 | |||
Share issued to settle debt, shares | 114,999 | |||||
Share issued for services | $ 4 | 5,996 | 6,000 | |||
Share 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) | ||||
Balance at Dec. 31, 2016 | $ 12,123 | 447,316 | 2,259 | (774,450) | (312,752) | |
Balance, shares at Dec. 31, 2016 | 12,123,152 | |||||
Share issued to settle debt | $ 6,275 | 415,287 | 421,562 | |||
Share issued to settle debt, shares | 6,275,000 | |||||
Share issued for services | $ 1,250 | 373,750 | 375,000 | |||
Share issued for services, shares | 1,250,000 | |||||
Shares issued to a former director for compensation | $ 1,250 | 373,750 | 375,000 | |||
Shares issued to a former director for compensation, shares | 1,250,000 | |||||
Beneficial conversion feature associated with convertible notes | 418,803 | 418,803 | ||||
Foreign currency translation adjustments | (2,087) | (2,087) | ||||
Loss for the period | (1,377,632) | (1,377,632) | ||||
Balance at Dec. 31, 2017 | $ 20,898 | $ 2,028,906 | $ 172 | $ (2,152,082) | $ (102,106) | |
Balance, shares at Dec. 31, 2017 | 20,898,152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from Operating Activities | ||
Net income (loss) | $ (1,377,632) | $ (258,905) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization of debt discount | 366,490 | |
Shares issued as interest expense | 89,682 | |
Shares issuance for services | 750,000 | 6,000 |
Bad debt | 2,382 | 2,333 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,898) | 2,600 |
Accounts payable and accrued liabilities | 66,097 | (18,419) |
Due to related party | 4,632 | 249 |
Net cash used in operating activities | (102,247) | (266,142) |
Cash flows from Investing Activities | ||
Net cash provided by investing activities | ||
Cash flows from Financing Activities | ||
Proceeds from convertible notes | 95,097 | 272,983 |
Net cash provided by financing activities | 95,097 | 272,983 |
Effects of exchange rates on cash | 250 | (46) |
Increase (decrease) in cash during the period | (6,900) | 6,795 |
Cash, beginning of period | 6,795 | |
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 | 307,960 | 324,267 |
Accrued interest converted to shares | $ 23,920 | $ 20,730 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [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 as set out below. On March 1, 2018, the Company entered into a letter of intent (“LOI”) to acquire ESILKROAD NETWORK LIMITED, a limited partnership incorporated under the laws of Hong Kong and its controlled subsidiary, eSilkroad of Ukraine, an entity formed and operating in the Ukraine, (collectively the “targets”). The primary asset of Esilkroad Network Limited is a fully developed concept for a global B2B networking platform called “eSilknet” which is intended to provide international users a one-stop portal to carry out global business activity, reach investors for product and other corporate development purposes, organize international trade events, attract professional services for international activities and advertise products and services. eSilknet is expected to make interaction between businesses and non-profit organizations throughout the World faster, less costly and more effective. Along with eSilknet, the eSilkroad group of projects includes the opportunity to subsequently acquire complementary projects “eSilktrade” (a cross border ecommerce platform currently under development) and eSilkexpo, a complementary exposition portal also under development, which is intended to be a virtual exhibition and display platform. The fully developed eSilknet platform will allow users to peruse the site in their native language, making it truly accessible to the global community. Anticipated to be a ground-breaking B2B networking portal providing the global community a new way of direct interaction, eSilknet is focused solely on international business activities. The completed site is expected to allow users to establish a profile, set up contact details and summarize key corporate data, including available products and opportunities. Users will be able to leave reviews and ratings, chat directly in a secure environment and eventually to conduct business through the site upon acquisition of eSilktrade. The Company expects to complete this acquisition and a formal exchange agreement during April 2018. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 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 $ at December 31, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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) collectibility 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. Convertible debt and beneficial conversion features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. 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 of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating the impact if any this pronouncement has on our financial statements. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 4 - Convertible Notes At December 31, 2017 and 2016, convertible notes payable consisted of the following: December 31, 2017 December 31, 2016 Principal amount $ 60,119 $ 272,983 Less: unamortized debt discount (52,312 ) - Convertible notes payable, net $ 7,807 $ 272,983 During the fiscal year ended December 31, 2016 the Company entered into various convertible loan agreements for total gross proceeds of $272,983 with an individual. The notes 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 respective notes was between $0.13 to $0.23 per share, which prices were lower than the agreed 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 Company recognized the intrinsic value of the embedded beneficial conversion feature of $45,497 associated with the above notes as additional paid-in capital. Subsequently between January and October 15, 2017 the Company entered into various additional convertible loan agreements with the individual for total gross proceeds of $95,097. The notes 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 dates, the Company recognized the intrinsic value of the embedded beneficial conversion features totaling $5,226. On October 23, 2017 the Company and the individual noteholder renegotiated the conversion terms relative to the convertible notes outstanding to reduce the conversion price from $0.30 per share to $0.052889166 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature relative to the modification in the total amount of $368,079 as additional paid-in capital. On October 23, 2017 Company was advised the individual noteholder assigned total principal and interest of $97,844.96 to two third parties. The third parties subsequently provided conversion notices to the Company to settle the outstanding debt in full by the issuance of a total of 1,850,000 restricted shares of the Company’s common stock. On November 30, 2017 the Company was advised the individual noteholder assigned total principal and interest of $154,700.81 to two third parties. The third parties subsequently provided conversion notices to the Company to settle the outstanding debt in full by the issuance of a total of 2,925,000 restricted shares of the Company’s common stock. On December 30, 2017 the Company was advised the individual noteholder assigned total principal and interest of $79,333.75 to a third party. The third party subsequently provided a conversion notice to the Company to settle the outstanding debt in full by the issuance of a total of 1,500,000 restricted shares of the Company’s common stock. The following table sets forth interest expense for amortization of the beneficial conversion feature recognized in respect of the Convertible Notes during fiscal 2017 and 2016: Year ended December 31, 2017 2016 Amortization of beneficial conversion feature 366,490 - |
Consulting Agreement
Consulting Agreement | 12 Months Ended |
Dec. 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 representing the 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. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | Note 6 – Capital Stock 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. No shares of preferred stock have been designated as a class, and no shares of preferred stock have been issued. Share issuance during the year ended December 31, 2017: As described more fully above in Note 4, the Company issued 6,275,000 shares of common stock to settle principal of $307,960 and accrued interest of $23,920 upon the conversion of certain convertible notes payable. On June 30, 2017 the Company issued 1,250,000 shares respectively to a former director and a consultant for services rendered. The Company valued those issuances on the closing price of the Company’s stock as traded in the other-the-counter market on the date of grant. 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 issued in the fiscal year ended December 31, 2015 and accrued interest thereon. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 - Related Party Transactions (1) Convertible notes with Under 10% Shareholder: During the fiscal year ended December 31, 2016 the Company entered into various convertible loan agreements for total gross proceeds of $272,983 with an individual shareholder. The notes 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. Between January 1 and October 15, 2017 the Company entered into various additional convertible loan agreements for total gross proceeds of $95,097 with the same individual shareholder. The notes 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 October 23, 2017 the Company and the individual shareholder renegotiated conversion terms in respect of the outstanding convertible notes to reduce the conversion price from $0.30 per share to $0.052889166 per share. During the year ended December 31, 2017 the Company the individual shareholder assigned total principal and interest of $331,880 in respect of the aforementioned notes to third parties. (2) Transactions with Mr. Ruben Yakubov, President of the Company During the year ended December 31, 2017 Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors, invoiced $72,000 in management fees. The Company paid $42,000 in cash, leaving $30,000 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 year ended December 31, 2017, the Company repaid an amount of $854, to a company controlled by our CEO, leaving $17,858 (December 31, 2016 - $18,713) on the balance sheets as advances from related party. During the year ended December 31, 2017, a company controlled by our CEO further advanced $7,307 to the Company to settle certain accounts payable, leaving $10,299 (December 31, 2016 - $2,992) on the balance sheets as advances from related party. |
Other Events
Other Events | 12 Months Ended |
Dec. 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. On June 12, 2017, Agora Holdings, Inc., a Utah corporation (“we” or the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) whereby the Company agreed to acquire all of the outstanding common shares of 9706801 Canada, Inc. d/b/a RiNet Telecom (“RiNet”), a company engaged in the deployment, modernization and maintenance of telecommunications networks (the “Acquisition”). RiNet is owned solely by Danail Terziev, a director of the Company and our controlling shareholder. On June 12, 2017 (the “Closing Date”), the parties executed the Agreement for the Acquisition. Upon the Closing Date, it was intended that the Company exchange the common shares of RiNet in exchange for 20,000,000 shares of the Company’s restricted common stock. The Acquisition was subject to customary closing conditions. On January 22, 2018 the Company’s board of directors and RiNet mutually agreed to terminate the June 12, 2017 Agreement and to rescind the aforementioned Acquisition. The Company had not issued the 20,000,000 consideration shares as contemplated by the Agreement and the controlling shareholder of RiNet had not transferred ownership to the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The income tax expense (benefit) consisted of the following for the year ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Total current $ - $ - Total deferred - - $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the year ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Expected benefit at federal statutory rate $ 468,000 88,000 Non-deductible expenses (397,000 ) - Change in valuation allowance (71,000 ) (88,000 ) $ - $ - In the table above, the expected tax benefit is calculated at statutory rate of 34% for amounts for the year ended December 31, 2017 and 2016. Significant components of the Company’s deferred tax assets and liabilities were as follows for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforwards $ 334,000 $ 263,000 Accrued management fees (10,000 ) - Total deferred tax assets 324,000 263,000 Change in effective tax rates 128,000 - Net deferred tax assets 452,000 263,000 Less valuation allowance (452,000 ) (263,000 ) Net deferred tax assets (liabilities) $ - $ - For the years ended December 31, 2016 and 2017, the amounts above were calculated using a 34% statutory rate. The change in effective tax rate to a flat 21%, which reflects the change in rates based on passage of tax reform by the United States Congress in January 2018, is reflected in fiscal 2017 as the line item “Change in effective tax rates”. During the year ended December 31, 2017 and 2016 the, the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company has filed its tax returns up to the fiscal year ended December 31, 2016 and currently has no years under examination by the IRS. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 10 – Subsequent events On January 15, 2018 the Company was advised an individual noteholder assigned total principal and interest of $69,270.78 to two third parties. The third parties subsequently provided conversion notices to the Company to settle the outstanding debt in full by the issuance of a total of 1,309,735 restricted shares of the Company’s common stock. On January 22, 2018 the Company’s board of directors and RiNet mutually agreed to terminate the June 12, 2017 Agreement (ref: Note 8) and to rescind the aforementioned Acquisition. The Company had not issued the 20,000,000 consideration shares as contemplated by the Agreement and the controlling shareholder of RiNet had not transferred ownership to the Company. On March 1, 2018, the Company entered into a letter of intent (“LOI”) to acquire ESILKROAD NETWORK LIMITED, a limited partnership incorporated under the laws of Hong Kong and its controlled subsidiary, eSilkroad of Ukraine, an entity formed and operating in the Ukraine, (collectively the “targets”). The primary asset of Esilkroad Network Limited is a fully developed concept for a global B2B networking platform called “eSilknet” which is intended to provide international users a one-stop portal to carry out global business activity, reach investors for product and other corporate development purposes, organize international trade events, attract professional services for international activities and advertise products and services. eSilknet is expected to make interaction between businesses and non-profit organizations throughout the World faster, less costly and more effective. On March 23, 2018 the Company and its President Ruben Yakubov entered into an Executive Employment agreement. The Agreement provides that Mr. Yakubov shall continue to serve as President of the Company for an initial term of five years, with subsequent one year renewal periods until the Agreement is terminated. The Agreement contains customary non-compete and non-solicitation provisions. As consideration for the Agreement, Mr. Yakubov shall receive 20,000,000 shares of restricted common stock, which were considered fully earned and beneficially owned upon the execution of the Agreement. Concurrently the Company entered into a consulting agreement with a third party for business development services where under the consultant shall receive 7,000,000 shares of restricted common stock, which were considered fully earned and beneficially owned upon the execution of the Agreement. The shares were issued in April 2018. 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, 2017 | |
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) collectibility 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. |
Convertible debt and beneficial conversion features | Convertible debt and beneficial conversion features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. |
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 of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating the impact if any this pronouncement has on our financial statements. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | December 31, 2017 December 31, 2016 Principal amount $ 60,119 $ 272,983 Less: unamortized debt discount (52,312 ) - Convertible notes payable, net $ 7,807 $ 272,983 |
Schedule of interest expense for amortization of the beneficial conversion feature | Year ended December 31, 2017 2016 Amortization of beneficial conversion feature 366,490 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | December 31, 2017 December 31, 2016 Total current $ - $ - Total deferred - - $ - $ - |
Schedule of reconciliation of expected statutory federal income tax provision to actual income tax benefit | December 31, 2017 December 31, 2016 Expected benefit at federal statutory rate $ 468,000 88,000 Non-deductible expenses (397,000 ) - Change in valuation allowance (71,000 ) (88,000 ) $ - $ - |
Schedule of deferred tax assets and liabilities | December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforwards $ 334,000 $ 263,000 Accrued management fees (10,000 ) - Total deferred tax assets 324,000 263,000 Change in effective tax rates 128,000 - Net deferred tax assets 452,000 263,000 Less valuation allowance (452,000 ) (263,000 ) Net deferred tax assets (liabilities) $ - $ - |
Description of Business and B20
Description of Business and Basis of Presentation (Details) - USD ($) | Jan. 20, 2017 | Sep. 30, 2014 | May 29, 2014 | May 19, 2014 | Dec. 31, 2016 | Dec. 31, 2017 |
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. | ||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Exchange shares of common stock | 7,000,000 | |||||
Cash payment | $ 150,000 | |||||
Ownership percentage | 100.00% | |||||
Payment of agreed to be waived | $ 150,000 | |||||
Preferred Stock [Member] | ||||||
Description of Business and Basis of Presentation (Textual) | ||||||
Acquire all issued and outstanding shares of capital stock | 50,000,000 | |||||
Common Stock [Member] | ||||||
Description of Business and Basis of Presentation (Textual) | ||||||
Acquire all issued and outstanding shares of capital stock | 25,000,000 |
Going Concern (Details)
Going Concern (Details) | Dec. 31, 2017USD ($) |
Going Concern (Textual) | |
Working capital deficit | $ 102,106 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Estimated useful lives of the assets | 3 years |
Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Estimated useful lives of the assets | 5 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 60,119 | $ 272,983 |
Less: unamortized debt discount | (52,312) | |
Convertible notes payable, net | $ 7,807 | $ 272,983 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Amortization of beneficial conversion feature | $ 366,490 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) | Oct. 15, 2017 | Jan. 20, 2017 | Dec. 30, 2017 | Nov. 30, 2017 | Oct. 23, 2017 | May 19, 2014 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Notes (Textual) | ||||||||
Total gross proceeds | $ 95,097 | $ 272,983 | ||||||
Embedded beneficial conversion feature | $ 45,497 | |||||||
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. | ||||||
Convertible Loan Agreements [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Total gross proceeds | $ 95,097 | $ 272,983 | ||||||
Interest rate per annum | 8.00% | 8.00% | ||||||
Conversion price per share | $ 0.30 | $ 0.30 | ||||||
Embedded beneficial conversion feature | $ 5,226 | |||||||
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 respective notes was between $0.13 to $0.23 per share, which prices were lower than the agreed conversion price. | |||||||
Individual noteholder [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Embedded beneficial conversion feature | $ 368,079 | |||||||
Total principal and interest | $ 79,334.75 | $ 154,700.81 | $ 97,844.96 | |||||
Restricted shares of common stock | 1,500,000 | 2,925,000 | 1,850,000 | |||||
Individual noteholder [Member] | Maximum [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Conversion price per share | $ 0.30 | |||||||
Individual noteholder [Member] | Minimum [Member] | ||||||||
Convertible Notes (Textual) | ||||||||
Conversion price per share | $ 0.052889166 |
Consulting Agreement (Details)
Consulting Agreement (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Consulting Agreement (Textual) | |
Consulting agreement, expiry date | Sep. 7, 2017 |
Consulting agreement, initial term | One year. |
Consultant monthly fee | $ 5,000 |
Initial payment to consultant | $ 20,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Aug. 25, 2016 | Jan. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Capital Stock (Textual) | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 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 services, shares | 1,250,000 | 4,618 | |||
Share price | $ 0.1299 | ||||
Common stock issued for services, value | $ 6,000 | $ 375,000 | $ 6,000 | ||
Preferred stock, shares issued | |||||
Common stock issued to settle principal | 6,275,000 | ||||
Principal amount | $ 307,960 | ||||
Accrued interest | $ 23,920 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 23, 2017 |
Related Party Transactions (Textual) | ||||
Convertible notes, percentage | 10.00% | |||
Total gross proceeds | $ 95,097 | $ 272,983 | ||
Total principal and interest | 331,880 | |||
Advances from related party | 10,299 | 2,992 | ||
CEO [Member] | ||||
Related Party Transactions (Textual) | ||||
Amount paid in cash | 854 | |||
Advances from related party | 17,858 | 18,713 | ||
Accounts payable | 7,307 | |||
President and Board of Directors [Member] | ||||
Related Party Transactions (Textual) | ||||
Management fees | 72,000 | |||
Amount paid in cash | 42,000 | |||
Due to related party | $ 30,000 | |||
Individual shareholder [Member] | Minimum [Member] | ||||
Related Party Transactions (Textual) | ||||
Conversion price per share | $ 0.052889166 | |||
Individual shareholder [Member] | Maximum [Member] | ||||
Related Party Transactions (Textual) | ||||
Conversion price per share | $ 0.30 | |||
Convertible Loan Agreements [Member] | ||||
Related Party Transactions (Textual) | ||||
Total gross proceeds | $ 95,097 | $ 272,983 | ||
Interest rate per annum | 8.00% | 8.00% | ||
Conversion price per share | $ 0.30 | $ 0.30 |
Other Events (Details)
Other Events (Details) - RiNet [Member] - shares | Jun. 12, 2017 | Jan. 22, 2018 |
Other Events (Textual) | ||
Outstanding common shares, acquired | 9,706,801 | |
Restricted shares of common stock | 20,000,000 | |
Subsequent Events [Member] | ||
Other Events (Textual) | ||
Consideration of shares | 20,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Total income tax expense (benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at federal statutory rate | $ 468,000 | $ 88,000 |
Non-deductible expenses | (397,000) | |
Change in valuation allowance | (71,000) | (88,000) |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 334,000 | $ 263,000 |
Accrued management fees | (10,000) | |
Total deferred tax assets | 324,000 | 263,000 |
Change in effective tax rates | 128,000 | |
Net deferred tax assets | 452,000 | 263,000 |
Less valuation allowance | (452,000) | (263,000) |
Net deferred tax assets (liabilities) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Statutory income tax rate | 34.00% | 34.00% |
Change in effective tax rate | 21.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - USD ($) | Mar. 23, 2018 | Jan. 15, 2018 | Jan. 22, 2018 |
Mr. Yakubov [Member] | |||
Subsequent Events (Textual) | |||
Consideration of shares | 20,000,000 | ||
Two third parties [Member] | |||
Subsequent Events (Textual) | |||
Total principal and interest | $ 69,270.78 | ||
Restricted shares of common stock | 1,309,735 | ||
Consultant [Member] | |||
Subsequent Events (Textual) | |||
Consideration of shares | 7,000,000 | ||
Employment agreement, term | The Agreement provides that Mr. Yakubov shall continue to serve as President of the Company for an initial term of five years, with subsequent one year renewal periods until the Agreement is terminated. | ||
Board of directors and RiNet [Member] | |||
Subsequent Events (Textual) | |||
Consideration of shares | 20,000,000 |