10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: March 31, 2018
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-55686
Commission File Number
AGORA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Utah	61-1673166
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1136 Centre Street Unit 228 Thornhill,  Ontario, Canada L4J 3M8	M3J 3A6
(Address of principal executive offices)	(Zip Code)
855-561-4541
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer   [  ] (Do not check if a smaller reporting company)	Smaller reporting company [X]
	Emerging growth company [X]

      If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]  No [X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

49,207,887 shares of common stock outstanding as of May 15, 2018

(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)

AGROA HOLDINGS, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	SIGNATURES	10

2

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this "Amendment") of Agora Holdings, Inc. for the three month period ended March 31, 2018 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q filed as of May 21, 2018.

3

ITEM 6. EXHIBITS

The following documents are included as exhibits to this report.

Exhibit Number	Title of Document
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*	Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*	Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
101*	Interactive Data Files

*Filed herewith

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Agora Holdings, Inc.
	(the "Registrant")
Date: August 20, 2018	/s/ Ruben Yakubov
	Name: Ruben Yakubov
	Title: President

5

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Danail Terziev, certify that:

 1.   I have reviewed this Amendment No. 1 to the Report on Form 10-Q for the quarter ended March 31, 2018 of Agora Holdings, Inc. (the "registrant");

 2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 3.   Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

 4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

 b)   Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report,  our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

 d)   Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the  registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 5.   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 20, 2018	By:	/s/ Danail Terziev
	Name:	Danail Terziev,
	Title:	Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ruben Yakubov, certify that:

 1.   I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 of Agora Holdings, Inc. (the "registrant");

 2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

 3.   Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

 4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

 b)   Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report,  our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

 d)   Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the  registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 5.   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 20, 2018	By:	/s/ Ruben Yakubov
	Name:	Ruben Yakubov,
	Title:	President and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Danail Terziev, Chief Executive Officer and Principal Executive Officer of Agora Holdings, Inc.  (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 1.   The Amendment No. 1 to the Report on Form 10-Q of the Company for the quarter ended March 31, 2018, which this certification accompanies (the "Periodic Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 20, 2018	By:	/s/ Danail Terziev
	Name:	Danail Terziev
	Title:	Chief Executive Officer and Principal Executive Officer

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ruben Yakubov, President and Principal Financial Officer of Agora Holdings, Inc.  (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 1.   The Amendment No. 1 to the Report on Form 10-Q of the Company for the quarter ended March 31, 2018, which this certification accompanies (the "Periodic Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 20, 2018	By:	/s/ Ruben Yakubov
	Name:	Ruben Yakubov
	Title:	President and Principal Financial Officer

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

XML

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	0001680966
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	2018
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		49,207,887

XML

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

XML

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

XML

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)

XML

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

XML

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.

XML

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 $ 120,137 at March 31, 2018.  The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and proposed activities. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2018 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, although there can be no assurance thereof, however, operating activities are also expected to increase as the Company pursues development of a recently acquired complementary business segment. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

XML

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 - Items included in the consolidated financial statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in US Dollars, which is the Company’s presentation currency.

Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.

Subsidiaries - The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

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.

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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

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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.

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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.

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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.

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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.

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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. 

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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.

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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 - Items included in the consolidated financial statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in US Dollars, which is the Company’s presentation currency.

Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.

Subsidiaries - The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

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.

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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

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Description of Business and Basis of Presentation (Details) - USD ($)

1 Months Ended

3 Months Ended

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

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Going Concern (Details)	Mar. 31, 2018 USD ($)
Going Concern (Textual)
Working capital deficit	$ 120,137

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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.

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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

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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

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Convertible Notes (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

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

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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

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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

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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

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Other Events (Details) - shares		1 Months Ended
	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

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
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%

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Subsequent Events (Details)	Apr. 17, 2018
Subsequent Event [Member]
Subsequent Events (Textual)
Business Acquisition owns percent	95.00%