Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2018 | May 15, 2018 | |
| 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, 2018 | |
| Document Fiscal Year Focus | 2,018 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 49,207,887 |
Consolidated Balance Sheets (Un
| Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
| Current | ||
| Cash | $ 417 | |
| Accounts receivable | 2,904 | 7,258 |
| Total Current Assets | 3,321 | 7,258 |
| Total Assets | 3,321 | 7,258 |
| Current | ||
| Accounts payable and accrued liabilities | 42,214 | 24,548 |
| Bank overdraft | 105 | |
| Other payables | 9,226 | 8,902 |
| Due to related party | 72,018 | 68,002 |
| Convertible notes - related party, net | 7,807 | |
| Total Current Liabilities | 123,458 | 109,364 |
| Total Liabilities | 123,458 | 109,364 |
| STOCKHOLDERS' DEFICIT | ||
| Preferred Stock, $0.10 par value; authorized: 100,000,000, no shares issued and outstanding as of March 31, 2018 and December 31, 2017 | ||
| Common Stock, $0.001par value; authorized: 500,000,000 shares, 49,207,887 and 20,898,152 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 49,208 | 20,898 |
| Additional Paid-in Capital | 8,599,544 | 2,028,906 |
| Accumulated other comprehensive income (loss) | 1,314 | 172 |
| Accumulated income (deficit) | (8,770,203) | (2,152,082) |
| Total Stockholders' Deficit | (120,137) | (102,106) |
| Total Liabilities and Stockholders' Deficit | $ 3,321 | $ 7,258 |
Consolidated Balance Sheets (Pa
| Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
| 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 | 49,207,887 | 20,898,152 |
| Common stock, shares outstanding | 49,207,887 | 20,898,152 |
Consolidated Statements of Oper
| Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2018 | Mar. 31, 2017 | |
| Income Statement [Abstract] | ||
| Net revenues | $ 178 | |
| Related party revenue | 5,906 | 4,512 |
| Total revenue | 6,084 | 4,512 |
| Operating expenses | ||
| Programming costs | 5,850 | |
| Management fees | 12,000 | 18,000 |
| Professional fees | 10,000 | 10,500 |
| Salaries and consulting fees | 6,480,000 | |
| General and administrative expenses | 14,131 | 5,086 |
| Total operating expenses | 6,521,981 | 33,586 |
| Income (loss) from operations | (6,515,897) | (29,074) |
| Interest expenses | (102,224) | (53,299) |
| Net (loss) | $ (6,618,121) | $ (82,373) |
| Net loss per share - basic and diluted | $ (0.27) | $ (0.01) |
| Weighted average shares outstanding - basic and diluted | 24,389,598 | 12,123,152 |
| Comprehensive Income (Loss): | ||
| Net income (loss) | $ (6,618,121) | $ (82,373) |
| Effect of foreign currency translation | 1,142 | (231) |
| Comprehensive Loss | $ (6,616,979) | $ (82,604) |
Consolidated Statements of Cash
| Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
| Mar. 31, 2018 | Mar. 31, 2017 | |
| Cash flows from Operating Activities | ||
| Net income (loss) | $ (6,618,121) | $ (82,373) |
| Adjustments to reconcile net loss to net cash used in operations: | ||
| Amortization of debt discount | 52,312 | 47,840 |
| Shares issued as interest expense | 49,678 | |
| Shares issued for salaries and consulting fees | 6,480,000 | |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 4,220 | (2,532) |
| Accounts payable and accrued liabilities | 20,119 | 32,766 |
| Due to related party | 12,293 | (3,002) |
| Net cash provided by (used in) operating activities | 501 | (7,301) |
| Cash flows from Investing Activities | ||
| Net cash provided by investing activities | ||
| Cash flows from Financing Activities | ||
| Proceeds from convertible notes | 6,388 | |
| Net cash provided by financing activities | 6,388 | |
| Effects of exchange rates on cash | 21 | 51 |
| Increase (decrease) in cash during the period | 522 | (862) |
| Cash, beginning of period | 6,795 | |
| Cash, end of period | 417 | 5,933 |
| Cash paid for: | ||
| Interest | ||
| Income taxes | ||
| Supplemental disclosure of non-cash flow in financing activities: | ||
| Debt principal converted to shares | 60,119 | |
| Accrued interest converted to shares | $ 9,151 | |
Description of Business and Bas
| Description of Business and Basis of Presentation | 3 Months Ended |
| Mar. 31, 2018 | |
| 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. 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 April 17, 2018, the Company entered into a Share Exchange Agreement (the "Agreement") whereby the Company agreed to acquire all of the outstanding shares of eSilkroad Network Limited, a Hong Kong corporation ("eSilkroad"), which is a company that owns ninety-five percent (95%) of eSilkroad of Ukraine, a limited liability company registered in the Ukraine (eSilkroad Ukraine) (the "Acquisition"). eSilkroad is owned solely by Oleksandr Bondarenko and Oleg Sytnyk. eSilkroad Ukraine is engaged in the business of developing a B2B platform that intends to make the interaction between businesses and non-profit organizations throughout the world faster, more effective, and less costly. eSilknet, the web-based platform under development by eSilkroad Network Limited will allow users to search for and communicate with business partners, search for and post proposals for investment and opportunity in developing projects globally, place advertisements for products and services, communicate securely on trade and project development and attract professional services for specific project-based needs. The Closing is expected to take place in May 2018. |
Going Concern
| Going Concern | 3 Months Ended |
| Mar. 31, 2018 | |
| 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 March 31, 2018. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 3 Months Ended |
| Mar. 31, 2018 | |
| 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, 2017, 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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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 Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee 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. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2018 and 2017, or the twelve months ended December 31, 2017. 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. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Convertible Notes
| Convertible Notes | 3 Months Ended |
| Mar. 31, 2018 | |
| Debt Disclosure [Abstract] | |
| Convertible Notes | Note 4 - Convertible Notes At March 31, 2018 and December 31, 2017, convertible notes payable consisted of the following: March 31, 2018 December 31, 2017 Principal amount $ - $ 60,119 Less: unamortized debt discount - (52,312 ) Convertible notes payable, net $ - $ 7,807 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. 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 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. The following table sets forth interest expense for amortization of the beneficial conversion feature recognized in respect of the Convertible Notes for three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Amortization of beneficial conversion feature 52,312 47,840 |
Executive Employment and Consul
| Executive Employment and Consulting Agreements | 3 Months Ended |
| Mar. 31, 2018 | |
| Executive Employment And Consulting Agreements | |
| Executive Employment and Consulting Agreements | Note 5 – Executive Employment and Consulting Agreements 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. The shares were valued at $0.24 per share, the fair market value on the date of the agreement. On March 23, 2018 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 valued at $0.24 per share, the fair market value on the date of the agreement. The Company recorded total compensation expense of $6,480,000 during the three months ended March 31, 2018 in respect to the issuance of 27,000,000 restricted common shares under the terms of the aforementioned agreements. The shares were issued in April 2018. |
Capital Stock
| Capital Stock | 3 Months Ended |
| Mar. 31, 2018 | |
| 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. Shares issued during the three months ended March 31,2018: As described more fully above in Note 4, the Company issued 1,309,735 shares of common stock to settle principal of $60,119 and accrued interest of $9,151 upon the conversion of certain convertible notes payable. As described more fully above in Note 5, the Company issued 27,000,000 shares of common stock as compensation under the terms of an executive employment agreement and a consulting agreement valued at $0.24 per share for total consideration of $6,480,000. Shares issued 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. |
Related Party Transactions
| Related Party Transactions | 3 Months Ended |
| Mar. 31, 2018 | |
| 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 individual shareholder assigned total principal and interest of $331,880 in respect of the aforementioned notes to third parties. During the three months ended March 31, 2018 the individual shareholder assigned total principal and interest of $69,270 in respect of the aforementioned notes to third parties. As of March 31, 2018, the principal balance of these convertible notes is $nil, with $1,004 remaining payable in respect of accrued interest thereon included in accounts payable – related party. (2) Advances from Under 10% Shareholder: During the three months ended March 31, 2018, an individual shareholder advanced $1,605 to the Company to settle certain invoices as they came due. The amount is included in due to related party. (3) Transactions with Mr. Ruben Yakubov, President of the Company During the three months ended March 31, 2018 Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors, invoiced $12,000 in management fees (March 31, 2017 - $18,000). The Company did not make any payments, leaving $42,000 on the balance sheets as due to related party (December 31, 2017 - $30,000). 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. The shares were valued on the date of the agreement at fair market value of $0.24 per share and the Company expensed $4,800,000 in respect of the agreement. (4) Transactions with Danail Terziev, CEO and Director of the Company, and companies controlled by him As of March 31, 2018, and December 31, 2017, the Company advances payable from our CEO and Director, and the companies controlled by him, totaled $27,408 (CAD$35,318) and $28,081 (CAD$35,243), respectively. These amounts are included on the Company’s balance sheets in due to related party. |
Other Events
| Other Events | 3 Months Ended |
| Mar. 31, 2018 | |
| Other Events [Abstract] | |
| Other events | Note 8 – Other events Agreement with RiNet 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 | 3 Months Ended |
| Mar. 31, 2018 | |
| Income Tax Disclosure [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, 2018 of approximately $1,121,000, will begin to expire in 2034. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. While the Company does generate income in foreign jurisdictions, we do not yet have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $226,200 at March 31, 2018. For the three months ended March 31, 2018, the valuation allowance increased by approximately $29,000 The Company has filed its tax returns up to the fiscal year ended December 31, 2016. The tax return for the fiscal year ended December 31, 2017 is not yet filed and remains open for examination by the taxation authorities. . The Company has no tax positions at March 31, 2018 and 2017 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company has no accruals for interest and penalties since inception. |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2018 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 10 – Subsequent Events On April 17, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) whereby the Company agreed to acquire all of the outstanding shares of eSilkroad Network Limited, a Hong Kong corporation (“eSilkroad”), which is a company that owns ninety-five percent (95%) of eSilkroad of Ukraine, a limited liability company registered in the Ukraine (eSilkroad Ukraine) (the “Acquisition”). eSilkroad is owned solely by Oleksandr Bondarenko and Oleg Sytnyk. eSilkroad Ukraine is engaged in the business of developing a B2B platform that intends to make the interaction between businesses and non-profit organizations throughout the world faster, more effective, and less costly. eSilknet, the web-based platform under development by eSilkroad Network Limited will allow users to search for and communicate with business partners, search for and post proposals for investment and opportunity in developing projects globally, place advertisements for products and services, communicate securely on trade and project development and attract professional services for specific project-based needs. The Closing is expected to take place in May 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 Accoun16
| Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
| Mar. 31, 2018 | |
| 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, 2017, 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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. |
| 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 Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee 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. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2018 and 2017, or the twelve months ended December 31, 2017. |
| 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. |
| New Accounting Pronouncements | New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Convertible Notes (Tables)
| Convertible Notes (Tables) | 3 Months Ended |
| Mar. 31, 2018 | |
| Debt Disclosure [Abstract] | |
| Schedule of convertible notes | March 31, 2018 December 31, 2017 Principal amount $ - $ 60,119 Less: unamortized debt discount - (52,312 ) Convertible notes payable, net $ - $ 7,807 |
| Schedule of interest expense for amortization of the beneficial conversion | Three Months Ended March 31, 2018 2017 Amortization of beneficial conversion feature 52,312 47,840 |
Description of Business and B18
| Description of Business and Basis of Presentation (Details) - USD ($) | Jan. 20, 2017 | Jun. 30, 2017 | Sep. 30, 2014 | May 29, 2014 | May 19, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Apr. 17, 2018 | Dec. 31, 2017 |
| Description of business and basis of presentation (Textual) | |||||||||
| Reverse split, description | 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 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. | |||||||
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
| Common stock, shares issued | 49,207,887 | 20,898,152 | |||||||
| Preferred stock, shares issued | |||||||||
| Exchange of common stock | $ 150,000 | $ 6,480,000 | |||||||
| Common stock issued for service shares | 1,250,000 | 7,000,000 | |||||||
| Cash payment | $ 150,000 | ||||||||
| Ownership percentage | 100.00% | ||||||||
| Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
| Subsequent Event [Member] | |||||||||
| Description of business and basis of presentation (Textual) | |||||||||
| Ownership percentage | 95.00% | ||||||||
| 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) | Mar. 31, 2018USD ($) |
| Going Concern (Textual) | |
| Working capital deficit | $ 120,137 |
Summary of Significant Accoun20
| Summary of Significant Accounting Policies (Details) | 3 Months Ended |
| Mar. 31, 2018 | |
| 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 ($) | Mar. 31, 2018 | Dec. 31, 2017 |
| Debt Discount [Member] | ||
| Principal amount | $ 60,119 | |
| Less: unamortized debt discount | (52,312) | |
| Convertible notes payable, net | $ 7,807 |
Convertible Notes (Details1)
| Convertible Notes (Details1) - USD ($) | 3 Months Ended | |
| Mar. 31, 2018 | Mar. 31, 2017 | |
| Debt Discount [Member] | ||
| Amortization of beneficial conversion feature | $ 52,312 | $ 47,840 |
Convertible Notes (Details Text
| Convertible Notes (Details Textual) - USD ($) | Jan. 15, 2018 | Jan. 20, 2017 | Dec. 30, 2017 | Nov. 30, 2017 | Oct. 23, 2017 | May 19, 2014 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Oct. 15, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
| Convertible Notes (Textual) | ||||||||||||
| Total gross proceeds | $ 6,388 | |||||||||||
| Embedded beneficial conversion feature | 45,497 | |||||||||||
| Convertible loans payable | 1,004 | |||||||||||
| Reverse split, description | 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 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. | ||||||||||
| Total principal and interest | $ 60,119 | |||||||||||
| Reverse split | 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 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. | ||||||||||
| Additional paid in capital | 8,599,544 | $ 2,028,906 | ||||||||||
| Individual noteholder [Member] | ||||||||||||
| Convertible Notes (Textual) | ||||||||||||
| Beneficial conversion feature, description | The convertible notes outstanding to reduce the conversion price from $0.30 per share to $0.052889166 per share. | |||||||||||
| Total principal and interest | $ 69,270.78 | $ 79,333.75 | $ 154,700.81 | $ 97,844.96 | ||||||||
| Issuance of restricted shares of the common stock | 1,309,735 | 1,500,000 | 2,925,000 | 1,850,000 | ||||||||
| 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 | $ 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. | |||||||||||
| Additional paid in capital | $ 368,079 |
Executive Employment and Cons24
| Executive Employment and Consulting Agreements (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
| Mar. 23, 2018 | Mar. 31, 2018 | |
| Executive Employment and Consulting Agreements (Textual) | ||
| Restricted common stock per share | $ 0.24 | |
| Third Party [Member] | ||
| Executive Employment and Consulting Agreements (Textual) | ||
| Shares issued for restricted common stock | 7,000,000 | |
| Restricted common stock per share | $ 0.24 | |
| Executive Employment agreement [Member] | ||
| Executive Employment and Consulting Agreements (Textual) | ||
| Total compensation expense | $ 6,480,000 | |
| Shares issued for restricted common stock | 27,000,000 | |
| Convertible percentage | 10.00% | |
| Percentage of shareholder | 10.00% | |
| Executive Employment agreement [Member] | President [Member] | ||
| Executive Employment and Consulting Agreements (Textual) | ||
| Shares issued for restricted common stock | 20,000,000 | |
| Restricted common stock per share | $ 0.24 |
Capital Stock (Details)
| Capital Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
| Jun. 30, 2017 | Sep. 30, 2014 | Mar. 31, 2018 | Dec. 31, 2017 | |
| 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 | 1,309,735 | 6,275,000 | ||
| Convertible notes principal amount | $ 60,119 | $ 307,960 | ||
| Convertible notes accrued interest | $ 9,151 | $ 23,920 | ||
| Issuance of shares of common stock as compensation | 27,000,000 | |||
| Issuance of shares of common stock as compensation per share | $ 0.24 | |||
| Total consideration amount | $ 6,480,000 | |||
| Common stock issued for service shares | 1,250,000 | 7,000,000 | ||
Related Party Transactions (Det
| Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
| Mar. 23, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Oct. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 23, 2017 | |
| Related Party Transactions (Textual) | |||||||
| Convertible loans payable | $ 1,004 | ||||||
| Total gross proceeds | $ 6,388 | ||||||
| Advances from related party | 1,605 | ||||||
| Shareholder assigned total principal and interest | 69,270 | $ 331,880 | |||||
| Convertible notes principal balance | |||||||
| Minimum [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Conversion price per share | $ 0.052889166 | ||||||
| Maximum [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Conversion price per share | 0.30 | ||||||
| President and Director [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Management fees | 12,000 | $ 18,000 | |||||
| Due to related party | 42,000 | 30,000 | |||||
| Restricted common stock, shares | 20,000,000 | ||||||
| Restricted common stock, price per share | $ 0.24 | ||||||
| Stock expense | $ 4,800,000 | ||||||
| Danail Terziev, CEO and Director [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Advances from related party | 27,408 | 28,081 | |||||
| Danail Terziev, CEO and Director [Member] | CAD [Member] | |||||||
| Related Party Transactions (Textual) | |||||||
| Advances from related party | $ 35,318 | $ 35,243 | |||||
| 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 | $ 0.30 | ||||
Other Events (Details)
| Other Events (Details) - shares | Jun. 12, 2017 | Jan. 22, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
| Other Events (Textual) | ||||
| Common stock, shares outstanding | 49,207,887 | 20,898,152 | ||
| Consideration of shares | 20,000,000 | |||
| RiNet [Member] | ||||
| Other Events (Textual) | ||||
| Common stock, shares outstanding | 9,706,801 | |||
| Restricted shares of common stock | 20,000,000 |
Income Taxes (Details)
| Income Taxes (Details) | 3 Months Ended |
| Mar. 31, 2018USD ($) | |
| Income Taxes (Textual) | |
| Operating loss carry-forwards | $ 1,121,000 |
| Operating loss carry-forwards, expiration date | Dec. 31, 2034 |
| Deferred tax assets, net operating loss carry-forwards | $ 226,200 |
| Valuation allowance increased | $ 29,000 |
| Income tax rate | 21.00% |
Subsequent Events (Details)
| Subsequent Events (Details) | Apr. 17, 2018 |
| Subsequent Event [Member] | |
| Subsequent Events (Textual) | |
| Business Acquisition owns percent | 95.00% |