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Agora Holdings, Inc. – ‘10-Q’ for 9/30/17

On:  Tuesday, 1/30/18, at 2:29pm ET   ·   For:  9/30/17   ·   Accession #:  1594062-18-21   ·   File #:  0-55686

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/30/18  Agora Holdings, Inc.              10-Q        9/30/17   44:1.7M                                   Ideal Connection, Inc/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    210K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     19K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     19K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     15K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     15K 
12: R1          Document and Entity Information                     HTML     34K 
13: R2          Consolidated Balance Sheets (Unaudited)             HTML     66K 
14: R3          Consolidated Balance Sheets (Parenthetical)         HTML     32K 
                (Unaudited)                                                      
15: R4          Consolidated Statements of Operations and Other     HTML     53K 
                Comprehensive Income (Unaudited)                                 
16: R5          Consolidated Statements of Cash Flows (Unaudited)   HTML     72K 
17: R6          Description of Business and Basis of Presentation   HTML     25K 
18: R7          Going Concern                                       HTML     17K 
19: R8          Summary of Significant Accounting Policies          HTML     28K 
20: R9          Convertible Notes                                   HTML     35K 
21: R10         Consulting Agreement                                HTML     18K 
22: R11         Equity                                              HTML     19K 
23: R12         Committments                                        HTML     17K 
24: R13         Related Party Transactions                          HTML     23K 
25: R14         Other Events                                        HTML     18K 
26: R15         Income Taxes                                        HTML     17K 
27: R16         Subsequent Events                                   HTML     21K 
28: R17         Summary of Significant Accounting Policies          HTML     65K 
                (Policies)                                                       
29: R18         Convertible Notes (Tables)                          HTML     44K 
30: R19         Description of Business and Basis of Presentation   HTML     44K 
                (Details)                                                        
31: R20         Going Concern (Details)                             HTML     15K 
32: R21         Summary of Significant Accounting Policies          HTML     16K 
                (Details)                                                        
33: R22         Convertible Notes (Details)                         HTML     47K 
34: R23         Convertible Notes (Details Textual)                 HTML     46K 
35: R24         Consulting Agreement (Details)                      HTML     20K 
36: R25         Equity (Details)                                    HTML     44K 
37: R26         Committments (Details)                              HTML     24K 
38: R27         Related Party Transactions (Details)                HTML     54K 
39: R28         Other Events (Details)                              HTML     35K 
40: R29         Income Taxes (Details)                              HTML     26K 
41: R30         Subsequent Events (Details)                         HTML     41K 
43: XML         IDEA XML File -- Filing Summary                      XML     69K 
42: EXCEL       IDEA Workbook of Financial Reports                  XLSX     36K 
 6: EX-101.INS  XBRL Instance -- aghi-20170930                       XML    370K 
 8: EX-101.CAL  XBRL Calculations -- aghi-20170930_cal               XML     83K 
 9: EX-101.DEF  XBRL Definitions -- aghi-20170930_def                XML    175K 
10: EX-101.LAB  XBRL Labels -- aghi-20170930_lab                     XML    442K 
11: EX-101.PRE  XBRL Presentations -- aghi-20170930_pre              XML    328K 
 7: EX-101.SCH  XBRL Schema -- aghi-20170930                         XSD     77K 
44: ZIP         XBRL Zipped Folder -- 0001594062-18-000021-xbrl      Zip     49K 


‘10-Q’   —   Quarterly Report


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended: September 30, 2017
 
 
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from __________ to __________
 
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
 
22,207,887 shares of common stock outstanding as of January 30, 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.

 
 
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
   7
 
 
 
Item 4.
Controls and Procedures
   7
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
   8
 
 
 
Item 1A.
Risk Factors
   8
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   8
 
 
 
Item 3.
Defaults Upon Senior Securities
   8
 
 
 
Item 4.
Mine Safety Disclosures
   8
 
 
 
Item 5.
Other Information
   8
 
 
 
Item 6.
Exhibits
   9
 
 
 
 
SIGNATURES
   10

 
 

2

AGORA  HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

PART I -- FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS

 
Page
Unaudited Consolidated Balance Sheets as of September 30, 2017 and December 31,2016
F-1
Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016
F-2
Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 and 2016
F-3
Notes to the Unaudited Consolidated Financial Statements
F-4 to F-10

 


 
3

AGORA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

 
       
 ASSETS
           
Current
           
Cash
 
$
1,613
   
$
6,795
 
Accounts receivable
   
5,283
     
5,303
 
Total Current Assets
   
6,896
     
12,098
 
 
               
Total Assets
 
$
6,896
   
$
12,098
 
 
               
LIABILITIES
               
Current
               
Accounts payable and accrued liabilities
 
$
17,852
   
$
24,172
 
Other payables
   
8,385
     
5,990
 
Due to related party
   
68,729
     
21,705
 
Convertible notes - related party, net
   
355,512
     
272,983
 
Liability for unissued shares
   
750,000
     
-
 
Total Current Liabilities
   
1,200,478
     
324,850
 
 
               
Total Liabilities
   
1,200,478
     
324,850
 
 
               
 
               
STOCKHOLDERS' DEFICIT
               
Preferred Stock, $0.10 par value;
               
authorized: 100,000,000, no shares issued and outstanding as of September 30,2017 and December 31, 2016
   
-
     
-
 
Common Stock, $0.001par value;
               
authorized: 500,000,000 shares, 12,123,152 shares issued and outstanding as of September 30, 2017 and December 31, 2016
   
12,123
     
12,123
 
Additional Paid-in Capital
   
498,040
     
447,316
 
Accumulated other comprehensive income (loss)
   
(19
)
   
2,259
 
Accumulated income (deficit)
   
(1,703,726
)
   
(774,450
)
Total Stockholders' Deficit
   
(1,193,582
)
   
(312,752
)
Total Liabilities and Stockholders' Deficit
 
$
6,896
   
$
12,098
 
 
               



The accompanying notes are an integral part of these unaudited consolidated financial statements

 

F-1

AGORA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(Unaudited)

 
 
Three Months ended
   
Nine Months ended
 
 
 
September 30,
     
 
     
2016
   
2017
   
2016
 
 
                       
Gross Revenue
 
$
8,178
   
$
4,605
   
$
17,127
   
$
15,695
 
Costs of Goods Sold
   
-
     
1,140
     
-
     
3,406
 
Gross profit
   
8,178
     
3,465
     
17,127
     
12,289
 
 
                               
Operating Expenses
                               
Management fees
   
18,000
     
18,000
     
54,000
     
54,000
 
Professional fees
   
8,250
     
17,410
     
29,550
     
44,520
 
Consulting fees
   
-
     
24,800
     
750,000
     
64,400
 
General and administrative expenses
   
19,576
     
12,254
     
47,936
     
22,556
 
Total operating expenses
   
45,826
     
72,464
     
881,486
     
185,476
 
 
                               
Income (loss) from operations
   
(37,648
)
   
(68,999
)
   
(864,359
)
   
(173,187
)
 
                               
Interest expenses
   
(7,559
)
   
(2,468
)
   
(64,917
)
   
(4,976
)
 
                               
Net (loss)
 
$
(45,207
)
 
$
(71,467
)
 
$
(929,276
)
 
$
(178,163
)
 
                               
Net loss per share – basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.08
)
 
$
(0.00
)
 
                               
Weighted average shares outstanding – basic and diluted
   
12,123,152
     
121,197,738
     
12,123,152
     
121,110,658
 
 
                               
Comprehensive Income (Loss):
                               
Net income (loss)
 
$
(45,207
)
 
$
(71,467
)
 
$
(929,276
)
 
$
(178,163
)
Effect of foreign currency translation
   
(1,360
)
   
15
     
(2,278
)
   
(1,211
)
Comprehensive Loss
 
$
(46,567
)
 
$
(71,452
)
 
$
(931,554
)
 
$
(179,374
)
 
                               


The accompanying notes are an integral part of these unaudited consolidated financial statements

 

F-2

AGORA HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
 
Nine Months ended
 
 
   
 
     
2016
 
Cash flows from Operating Activities
           
Net income (loss)
 
$
(929,276
)
 
$
(178,163
)
Adjustments to reconcile net loss to net cash used in operations:
               
Liability for unissued shares – stock based compensation
   
750,000
     
-
 
Amortization of debt discount
   
46,671
     
-
 
Shares issuance for services
   
-
     
6,000
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
434
     
(10,785
)
Prepaid expenses
   
-
     
(15,000
)
Accounts payable
   
37,560
     
(13,412
)
Due to related party
   
2,654
     
1,561
 
Net cash used in operating activities
   
(91,957
)
   
(209,799
)
 
               
Cash flows from Investing Activities
               
Net cash provided by investing activities
   
-
     
-
 
 
               
 
               
Cash flows from Financing Activities
               
Proceeds from convertible notes
   
86,582
     
209,917
 
Net cash provided by financing activities
   
86,582
     
209,917
 
 
               
Effects of exchange rates on cash
   
193
     
30
 
 
               
Increase (decrease) in cash during the period
   
(5,182
)
   
148
 
Cash, beginning of period
   
6,795
     
-
 
Cash, end of period
 
$
1,613
   
$
148
 
 
               
Supplemental disclosure of cash flow information:
               
Cash paid for:
               
    Interest
  $ -    
$
-
 
    Income taxes
  $ -    
$
-
 
 
               
Supplemental disclosure of non-cash flow in financing activities:
               
Debt principal converted to shares
 
$
-
   
$
324,267
 
Accrued interest converted to shares
 
$
-
   
$
20,730
 
 
               


The accompanying notes are an integral part of these unaudited consolidated financial statements
 
 

F-3

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 – Description of business and basis of presentation

Organization and nature of business

Agora Holdings Inc. (the "Company" or "Agora") is a Utah corporation incorporated on February 1, 1983 as Pleistocene, Inc. On May 1, 1998 we changed our name to Agora Holdings, Inc. The Company is presently pursuing various business opportunities is in the business of software development, specializing in web, media and lpTV applications as well as operating support billing software for VOIP telephony, through its wholly owned subsidiary, Geegle Media Inc.  Presently our primary operational office is located in Canada, with software development work outsourced to Bulgaria.

On May 19, 2014 the Company filed amended articles with the State of Utah in order to effect a reverse split on the basis of 1,000 to 1, to increase the Company's authorized common shares to 500,000,000 and to increase the Company's authorized preferred shares to 100,000,000 which became effective on July 22, 2014.

On January 20, 2017 the Company filed amended articles with the State of Utah in order to effect a reverse split on a 1 for 10 basis, to reduce the issued and outstanding number of shares which became effective on February 8, 2017.

The effect of above reverse split has been retroactively applied to the common stock balances as at December 31, 2013 and reflected in all common stock activity presented in these financial statements.

On May 29, 2014, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Sandra Gale Morgan, owner of all of the issued and outstanding membership interests of 677770BC LTD, a British Columbia corporation doing business as Sunbeam Central ("SBC") where the Company will acquire all of the issued and outstanding shares of capital stock of SBC with the purpose of owning and operating SBC as the Company's wholly-owned subsidiary  and will deliver a total of 25,000,000 shares of the Company's common stock and 50,000,000 shares of the Company's preferred stock.  The Company was unable to close the transaction and on September 20, 2014 the Company, Sandra Gale Morgan and SBC entered into a termination agreement where under all issued preferred shares and common shares of Agora held in escrow pending closing of the transaction were canceled and returned to treasury and all membership interests of SBC were returned from escrow to Sandra Gale Morgan.

On September 30, 2014, the Company entered into and completed a share exchange agreement with Danail Terziev, an individual residing in the Province of Ontario ("Owner"), who is the 100% holder of the issued and outstanding shares of Geegle Media Ltd. ("Geegle"), an Ontario corporation ('GML").  Under such agreement, the Owner will deliver all of the outstanding capital stock of GML to the Company in exchange for a total of 7,000,000 shares of the Company's common stock and $150,000 cash payment, payable within 90 days of the Company becoming current in its filings on OTC Markets. The payment of $150,000 was agreed to be waived in fiscal 2016 due to the fact that the business is still developing its revenue base.

Concurrent with the aforementioned share exchange agreement, Mr. Danail Terziev, was appointed to the Company's board of directors and became the Chief Executive Officer of Agora.   Mr. Terziev also became the controlling shareholder of the Company concurrent with the completion of the transaction.

As a result of the aforementioned transaction, Geegle became a wholly owned subsidiary of the Company.

The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of GML.  Under reverse acquisition accounting GML (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.

Geegle Media Ltd. is in the business of software development, specializing in web, media and lpTV applications as well as operating support billing software for VOIP telephony. The Company is seeking other business opportunities that complement its existing business focus.

 
 

F-4

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 2 – Going Concern
 
The Company has incurred net losses since inception and had a working capital deficit of $1,193,582 at September 30, 2017.  The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. 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 2017 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. 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.

Note 3 - Summary of Significant Accounting Policies 

Principal of Consolidation
 
These consolidated financial statements include the accounts of Agora Holdings Inc. and its wholly-owned subsidiary, Geegle Media Ltd.  All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC"). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016, included in the Company's Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2017 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.
F-5

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 3 - Summary of Significant Accounting Policies (continued)

Revenue Recognition
 
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) products are installed and/or the contracted services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.

All product installations and system configuration services are sold on a payment per order basis. All development services are invoiced when completed. Revenues are recognized at the point of sale, which occurs when the service is completed and/or installation services are complete.

Costs of Goods Sold

Cost of goods sold include all direct costs of handling and purchasing installed items, direct labor relative to services provided for installation and/or monitoring, and costs incurred in software development and implementation.  There are no costs of goods sold on a recurring basis with respect to monthly charges for ongoing subscription fees once installation of equipment is completed.

 Foreign Currencies

Functional and presentation currency - 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.
 
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.
 

F-6

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 3 - Summary of Significant Accounting Policies (continued)

Loss per Common Share
 
In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. 

Recent Accounting Pronouncements

In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating
Note 4 - Convertible Notes

The following table summarizes information in respect to the convertible notes:

 
 
Principal
Amount
($)
   
Debt
Discount
($)
   
Carrying Value
($)
   
Accrued interest
payable ($)
 
   
324,267
     
-
     
324,267
     
20,730
 
Additions
   
272,983
     
-
     
272,983
     
-
 
Interest expenses
   
-
     
-
     
-
     
9,375
 
Issuance of shares to settle debt
   
(324,267
)
   
-
     
-
     
(20,730
)
   
272,983
     
-
     
272,983
     
9,375
 
Additions:
   
-
     
-
             
-
 
BCF associated 2016 notes
   
-
     
(45,498
)
   
(45,498
)
   
-
 
New note
   
86,582
     
(5,226
)
   
81,356
     
-
 
Interest expense
   
-
     
-
     
-
     
18,246
 
Deduct: amortization of discount
   
-
     
46,671
     
46,671
     
-
 
 
$
359,565
   
$
(4,053
)
 
$
355,512
   
$
27,621
 
 
The Company entered into various debt conversion agreements with a shareholder and a corporation controlled by this shareholder to settle a total of $344,997 in convertible loans payable as well as accrued interest up to the conversion date in exchange for 1,149,991 pre-split shares of the Company's common stock effective January 19, 2016.

During the fiscal year ended December 31, 2016 the Company entered into various convertible loan agreements for total gross proceeds of $272,983 the same shareholders. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, between $0.13 to $0.23, was lower than the conversion price.

On January 20, 2017, the Company filed amended articles with the State of Utah in order to effect a reverse split on a 1 for 10 basis, to reduce the issued and outstanding number of shares which became effective on February 8, 2017.

Due to the reverse split on a 1 for 10 basis, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $45,498 associated with the above notes as additional paid-in capital and the debt discount was recorded as interest expense.

During the three months ended March 31, 2017 the Company entered into convertible loan agreements for total gross proceeds of $6,388 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $2,342 as additional paid-in capital and the debt discount was recorded as interest expense.

During the three months ended June 30, 2017 the Company entered into convertible loan agreements for total gross proceeds of $36,925 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company evaluated the intrinsic value of the embedded beneficial conversion feature, which was $Nil.

F-7

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 4 - Convertible Notes (continued)

During the three months ended September 30, 2017 the Company entered into convertible loan agreements for total gross proceeds of $43,269 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $2,884 as additional paid-in capital and the debt discount will be recorded as interest expense.

Note 5 – Consulting Agreement

On September 7, 2016, the Company entered into a Consulting Agreement (the "Agreement") with a third party for the provision of investor introduction services, primarily to deal with Canadian investors, to the Company for an initial term of one year, expiring on September 7, 2017.

In consideration for services provided, the Company shall compensate consultant in the following schedule:

a.  
After completion of the first four months of the term, the Company shall pay to consultant a monthly fee in an amount equal to $5,000 USD during the balance of the term;
b.  
The Company agrees to make an initial payment to the consultant of $20,000 USD, a payment equal to and representing the initial four months of Fees on or before September 9, 2016, which amount has been paid.

During the three months ended March 31, 2017 the Company terminated the agreement with no further compensation required.

Note 6 – Equity

The Company's authorized common stock consists of 500,000,000 common shares with par value of $0.001 and 100,000,000 shares of preferred stock with par value of $0.10 per share. No shares of preferred stock have been designated as a class, and no shares of preferred stock have been issued.

Share issuance during the nine months ended September 30, 2017:

None

Share issuance during the year ended December 31, 2016:

On January 19, 2016, the Company agreed to issue 114,999 shares of common stock (1,149,991 pre-split shares of common stock) to a shareholder of the Company and a company controlled by a shareholder of the Company in order to retire certain convertible notes payable and accrued interest thereon.  (Ref Note 4 – Convertible notes).

On August 25, 2016, the Company agreed to issue 4,618 shares of common stock (46,189 pre-split shares of common stock with a price of $0.1299 per share), totaling $6,000, to a third party for the service provided on drafting a Form 10 Registration Statement.

As of September 30, 2017 and December 31, 2016, the Company has 12,123,152 shares of common stock and nil shares of preferred stock issued and outstanding.

F-8

AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 7 – Committments

On June 30, 2017 the Company's board of directors approved the issuaance of a total of 2,500,000 restricted shares of the Company's common stock.  A total of 1,250,000 shares were approved for issuance to a former director of the Company for services rendered, and a further 1,250,000 shares were approved for issuance to a third party consultant for services rendered. As at September 30, 2017 the shares remained unissued.  A total of $750,000 has been recorded as a liaility for unissued shares on the Company's balance sheets in respect of the obligation based on the  fair market value of the Company's shares on the date the shares were approved for issuance.

Note 8 - Related Party Transactions

(1)  
Convertible notes with Shareholder:

During the three months ended March 31, 2017 the Company entered into convertible loan agreements for total gross proceeds of $6,388 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $2,342 as additional paid-in capital and the debt discount was recorded as interest expense.

During the three months ended June 30, 2017 the Company entered into convertible loan agreements for total gross proceeds of $36,925 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company evaluated the intrinsic value of the embedded beneficial conversion feature, which was $Nil.

During the three months ended September 30, 2017 the Company entered into convertible loan agreements for total gross proceeds of $43,269 with a shareholder. The loans bear interest at a rate of 8% per annum and are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.30 per share.  On the transaction date, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $2,884 as additional paid-in capital and the debt discount will be recorded as interest expense.

(2)  
Transactions with Mr. Ruben Yakubov, President of the Company

During the nine months ended September 30, 2017 Mr. Ruben Yakubov, the Company's President and a member of the Board of Directors, invoiced $54,000 in management fees. The Company paid $36,000 in cash, leaving $18,000 on the balance sheets as due to related party.

(3)  
Transactions with Danail Terziev, CEO and Director of the Company, and companies controlled by him

During the nine months ended September 30, 2017, the Company repaid an amount of $1,690, to a company controlled by our CEO, leaving $17,023 (December 31, 2016 - $18,713) on the balance sheets as advances from related party.
 
During the nine months ended September 30, 2017, a company controlled by our CEO further advanced $3,094 to the Company to settle certain accounts payable, leaving $6,086 (December 31, 2016 - $2,992) on the balance sheets as advances from related party.

Note 9 – Other events

Effective April 28, 2017, Ilya Kaplan resigned from all officer and director positions with the Company.  

On June 12, 2017, Agora Holdings, Inc., a Utah corporation ("we" or the "Company"), entered into an Equity Purchase Agreement (the "Agreement") whereby the Company agreed to acquire all of the outstanding common shares of 9706801 Canada, Inc. d/b/a RiNet Telecom ("RiNet"), a company engaged in the deployment, modernization and maintenance of telecommunications networks (the "Acquisition"). RiNet is owned solely by Danail Terziev, a director of the Company and our controlling shareholder. On June 12, 2017 (the "Closing
Date"), the parties executed the Agreement for the Acquisition. Upon the Closing Date, it was intended that the Company exhange 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.

F-9

 
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 10 - 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 September 30, 2017 of approximately $953,726, will begin to expire in 2034.   The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $324,300 at September 30, 2017. For the nine months ended September 30, 2017, the valuation allowance increased by approximately $60,950.

Note 11 – Subsequent events

On October 23, 2017 the Company and a noteholder renegotiated conversion terms on certain outstanding convertible notes to reduce the conversion price from $0.30 per share to $0.052889166 per share.  Concurrently the Company was advised the 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 a 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 a 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 a noteholder assigned total principal and interest of $69,270.78 to two third parties.  The third parties subsequently provided conversion notices to the Company to settle the outstanding debt in full by the issuance of a total of 1,309,735 restricted shares of the Company's common stock.

 On January 22, 2018 the Company's board of directors and RiNet mutually agreed to terminate the June 12, 2017 Agreement (ref: Note 9) 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.

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.
F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares of our capital stock.

The management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on June 5, 2017 as part of a Form 10-K, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Agora Holdings, Inc.  and its wholly owned subsidiary Geegle Media, Ltd.

Current Business

Agora Holdings Inc. (the "Company" or "Agora") is a Utah corporation incorporated on February 1, 1983 as Pleistocene, Inc.

On June 25, 1983, the Company changed its name to "Gentronix Laboratories, Inc."  On February 13, 1990, the Company merged with Consolidated International Holdings, Inc. a New York corporation. The Company was the surviving entity and changed its name to "Consolidated Holding's Corp." On October 19, 1993, the Company acquired all of the issued and outstanding shares of Midcontinent Petroleum Corporation, a Missouri corporation, in exchange for 2,639,280 shares of the Company's common stock. On March 4, 1997, the Company changed its name to Pacific Diversified Holdings Corp.  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.

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 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 677770 BC 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 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 Owner and the Company are in negotiation to extend the date for the cash payment by a further 180 days.

On August 15, 2016, the Company and Danail Terziev, its CEO and a member of the board of directors, entered into an amendment to the September 30, 2014 share exchange agreement where under the Company acquired Geegle Media Ltd. ("Geegle").  The Company and Mr. Terziev have agreed to waive the $150,000 cash payment required under the terms of the original agreement due to the fact that the Geegle Media revenue base has not yet grown sufficiently to meet such payments without undue strain on the Company.

Concurrent with the aforementioned share exchange agreement, Mr. Danail Terziev, was appointed to the Company's board of directors and became the Chief Executive Officer of Agora. Mr. Terziev also became the controlling shareholder of the Company concurrent with the completion of the transaction.

As a result of the aforementioned transaction, Geegle became a wholly owned subsidiary of the Company. The business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of GML. Under reverse acquisition accounting GML (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.

Geegle Media Ltd. is in the business of software development, specializing in web, media and lpTV applications as well as operating support billing software for VOIP telephony.

4

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 historical common stock balances and are reflected in all common stock activity presented in this report.

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 exhange 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. 
 
Products and Services

Our target markets for operations are Canada, Europe and the USA. Presently all our sales are generated in the Canadian marketplace, with software development work for services in the USA and Europe currently underway. Among other client work, a key component of our revenue to date includes operating the billing service for GeegNet Communications Ltd.
 
Our targeted market expansion efforts include development and marketing of video software for web TV which we manage through the domain www.geegle.tv. Geegle TV is an international, fully automated platform that can deliver content from any source into any country provided we have rights to that content. Geegle TV provides on demand and live streaming of media content, and operates through a wireless set top box that connects either through a home internet router or other wireless source.  We plan to develop applications or "apps" for android and iOS operating platforms for the Geegle TV software, to allow for mobile access to the Geegle TV platform.   We intend to focus efforts on this segment, and specifically in obtaining content rights, in order to increase our revenue stream in the current and coming years.

We will also continue to provide website development services and billing software services to supplement our revenue stream, along with customized domain services including online marketing for these domains. Our VOIP billing software is leased to clients, and provides our clients with the ability to create automated invoices and track phone conversions for quality and training purposes.  During the fiscal year ended December 31, 2015, the Company entered into negotiations for online TV distribution for Canada, and we are concurrently working on obtaining rights to content in various other international locations. As at the date of this report we have not yet entered into any formal contracts in respect of these negotiations. In Canada, in order to provide our online services we need to secure agreements with local service providers in order to commence live streaming.
 
In addition to our lpTV application, media, and support billing activities, the Company is currently developing a product that will combine information to be sent to various social media networks, with the result being that a user will only need to upload information one time, with the product then publishing the information to all of the user's social media networks, rather than the user needing to upload the same information to each individual social media network.

The Company's executive office is located at 1136 Centre Street Unit 228, Thornhill,  Ontario, Canada L4J 3M8The Company's telephone number is (855)-561-4541.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016
 
The Company generated $8,178 in revenue for the three months ended September 30, 2017, compared to revenue of $4,605 for the three months ended September 30, 2016.  The increase to revenue in the three months ended September 30, 2017 was due to an increase in certain consulting based services period over period.

Cost of Goods Sold for the three months ended September 30, 2017 and 2016 were $Nil and $1,140.  The absence of costs of goods sold in the current period is due to the fact that all revenues earned in the period were related to service based consulting, as opposed to product installation where direct costs of product are incurred, as in the prior period.
 
Operating expenses, which consisted of management fees, consulting fees, professional fees, as well as general and administrative expenses, for the three months ended September 30, 2017, were $45,826.  This compares with operating expenses for the three months ended September 30, 2016 of $72,464.   The decrease in our operating expenses in the current three month period is related to a reduction in consulting fees from $24,800 in the prior comparative period to $Nil in the current thre months ended September 30, 2017.  While professional fees declined in the current three month comparative period, these reductions were offset by an increase to general and administrative expenses in 2017 as compared to the three months ended September 30, 2016.

As a result of the foregoing, we recorded a net loss of $45,207 for the three months ended September 30, 2017.  This compares with a net loss for the three months ended September 30, 2016 of $71,467. Interest expenses included in our net loss increased period over period from $2,468 to $7,559 as the Company obtained new capital during fiscal 2017 with no repayments to the lender.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016
 
The Company generated $17,127 in revenue for the nine months ended September 30, 2017, compared to revenue of $15,695 for the nine months ended September 30, 2016.  The increase to revenue in the nine months ended September 30, 2017 was due to an increase in consulting based services in the period as compared to the prior nine month period.

Cost of Goods Sold for the nine months ended September 30, 2017 were $Nil which compares with Cost of Goods Sold of $3,406 for the nine-month period ended September 30, 2016. The decrease to costs of goods sold is due to the fact that all revenues earned in the period were related to service based consulting, as opposed to product installation where direct costs of product are incurred.
 
Operating expenses, which consisted of management fees, consulting fees, professional fees, as well as general and administrative expenses, for the nine months ended September 30, 2017, were $881,486.  This compares with operating expenses for the nine months ended September 30, 2016 of $185,476.  The substantive increase in our operating expenses for the nine-month period ended September 30, 2017 is predominantly related to the payment of a consultant and a former officer and director of the Company by the issuance of restricted shares of common stock, valued at fair market value of $0.30 on the date the obligation, for a total of $750,000, with no similar expense in the prior comparative nine month period.  While professional fees declined in the current nine month comparative period, these reductions were offset by an increase to general and administrative expenses in 2017 as compared to the nine months ended September 30, 2016.
 
5

 

As a result of the foregoing, we recorded a net loss of $929,276 for the nine months ended September 30, 2017.  This compares with a net loss for the nine months ended September 30, 2016 of $178,163.  Interest expenses included in our net loss increased period over period from $4,976 to $64,917 as the Company obtained new capital during fiscal 2017 with no repayments to the lender. In addition, included in interest expenses for the nine months ended September 30, 2017 is a one time expense of $46,671 as a result of the intrinsic value of the embedded beneficial conversion feature associated with certain convertible notes which was revalued upon completion of a reverse split in the first quarter of fiscal 2017, as well as the amortization of debt discount in repsect to new loans entered into during the period.
 
Liquidity and Capital Resources
  
As of September 30, 2017, we had cash or cash equivalents of $1,613.  As of December 31, 2016, we had cash or cash equivalents of $6,795.  Accounts receivable totaled $5,283 in the current period as compared to $5,303 at December 31, 2016.

Net cash used in operating activities was $91,957 for the nine months ended September 30, 2017.  This compares to net cash used in operating activities of $209,799 for the nine months ended September 30, 2016.  The decrease in our net cash used in operating activities for the nine month period ended September 30, 2017 was primarily due to the amortization of debt discount, as well as a substantive increase to accounts payable.
 
Cash flows provided by investing activities was $0 for the nine months ended September 30, 2017 and 2016.

Cash flows provided by financing activities was $86,582 for the nine months ended September 30, 2017, which compares to cash flows provided by financing activities of $209,917 for the nine months ended September 30, 2016.  The decrease in our cash flows provided by financing activities for the nine months ended September 30, 2017 was primarily due to a decrease in proceeds from convertible notes. 
 
As of September 30, 2017, our total assets were $6,896 and our total liabilities were $1,200,478.  This includes a liability for unissued shares of $750,000. As of December 31, 2016, our total assets were $12,098 and our total liabilities were $324,850.  
 
Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months.  However, this belief is based upon many assumptions and is subject to numerous risks and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures.  However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future.  Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments.  We may not be able to obtain such financing on commercially reasonable terms, if at all.  Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
 
Going Concern
 
The Company has incurred net losses since inception and had a working capital deficit of $1,193,582 at September 30, 2017.  The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. 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 2017 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. 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.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.
 
Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.  Refer to Note 3 of the Financial Statements included herein.

Recent Accounting Pronouncements

In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted. Management is evaluating

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.
6

 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.
  
ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of September 30, 2017 because of the material weakness in our internal control over financial reporting ("ICFR") described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
  
Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
 
Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2017. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Based on its assessment, management concluded that, as of September 30, 2017, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.
 
As defined by Auditing Standard No. 5, "An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements" established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2017:
 
1)  
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2)  
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

Management's Remediation Initiatives

As of September 30, 2017, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of our evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Interim Report on Form 10-Q for the period ended September 30, 2017, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.
 
Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

Changes in Internal Control over Financial Reporting
 
During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
7

PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 23, 2017 the Company and a noteholder renegotiated conversion terms on certain outstanding convertible notes to reduce the conversion price from $0.30 per share to $0. 0.052889166 per share.  Concurrently the Company was advised the 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 a 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 a 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 a noteholder assigned total principal and interest of $69,270.78 to two third parties.  The third parties subsequently provided conversion notices to the Company to settle the outstanding debt in full by the issuance of a total of 1,309,735 restricted shares of the Company's common stock.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Regulation S of the Securities Act of 1933, as amended, ("Securities Act"), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investors were not a US person, as defined in Regulation S, and were not acquiring the securities for the account or benefit of a US person.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.
  
ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable
 
ITEM 5. OTHER INFORMATION

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 exhange 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.

8

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 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
9

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")
 
 
 
 
 
 
 
 
 
 
 
 
Title: President
 
 
 
 
 
 
 
 
 
10

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/31/18NT 10-K
Filed on:1/30/1810-Q
1/22/188-K
1/15/18
12/30/17
11/30/17
10/23/17
For Period end:9/30/17
9/7/17
6/30/1710-Q,  NT 10-Q
6/12/178-K
6/5/1710-K,  10-Q
4/28/178-K
3/31/1710-Q,  NT 10-Q
2/8/174
1/20/17
12/31/1610-K,  NT 10-K
9/30/1610-Q,  NT 10-Q
9/9/16
9/7/16
8/25/1610-12B
8/15/16
1/19/16
12/31/15
9/30/143,  4
9/20/14
7/22/14
5/29/14
5/19/14
12/31/13
5/1/98
3/4/97
10/19/93
 List all Filings 
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