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.
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.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)
Note 4 - Convertible Notes
At JuneSeptember 30, 2018 and December 31, 2017, convertible notes payable consisted of the following:
| | | June 30, 2018 | | | December 31, 2017 | | | September 30, 2018 | | | December 31, 2017 | |
| | $ | - | | | $ | 60,119 | | | $ | - | | | $ | 60,119 | |
| Less: unamortized debt discount | | | - | | | | (52,312 | ) | | | - | | | | (52,312 | ) |
| Convertible notes payable, net | | $ | - | | | $ | 7,807 | | | $ | - | | | $ | 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.AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)
Note 4 - Convertible Notes (continued)
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.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)
Note 4 - Convertible Notes (continued)
The following table sets forth interest expense for amortization of the beneficial conversion feature recognized in respect of the Convertible Notes for three and
sixnine months ended
JuneSeptember 30, 2018 and 2017:
| Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2018 | | 2017 | | 2018 | | 2017 | |
| Amortization of beneficial conversion feature | $ | - | | $ | 584 | | $ | 52,312 | | $ | 46,081 | |
| Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2018 | | 2017 | | 2018 | | 2017 | |
| Amortization of beneficial conversion feature | | $ | - | | | $ | 590 | | | $ | 52,312 | | | $ | 46,671 | |
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.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)
Note 5 – Executive Employment and Consulting Agreements (continued)
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 sixnine months ended JuneSeptember 30, 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.
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 sixnine months ended JuneSeptember 30, 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 for a total of $750,000.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)
Note 7 - Related Party Transactions
| 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.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)
Note 7 - Related Party Transactions (continued)
| (1) | Convertible notes with Under 10% Shareholder: (continued) |
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 JuneSeptember 30, 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 –in due to related party.
| (2) | Advances from Under 10% Shareholder: |
During the sixnine months ended JuneSeptember 30, 2018, an individual shareholder advanced $20,207$175,993 to the Company, in which $55,993 to the Company to settle certain invoices as they came due.due and $120,000 as prepaid expenses. The amount is included in due to related party.
| (3) | Transactions with Mr. Ruben Yakubov, President of the Company |
During the three and sixnine months ended JuneSeptember 30, 2018 Mr. Ruben Yakubov, the Company's President and a member of the Board of Directors, invoiced $ nil and $12,000 in management fees, respectively. During the three and sixnine months ended JuneSeptember 30, 2017 Mr. Ruben Yakubov, the Company's President and a member of the Board of Directors, invoiced $18,000 and $36,000$54,000 in management fees, respectively. 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
JuneSeptember 30, 2018, and December 31, 2017, the Company advances payable from our CEO and Director, and the companies controlled by him, totaled
$26,174$35,062 (CAD$
34,540)45,238) and $28,081 (CAD$35,243), respectively. These amounts are included on the Company's balance sheets in due to related party.
During the six monthnine months periods ended JuneSeptember 30, 2018 and 2017 the Company recorded revenue from services provided to a related party entity controlled by our CEO of $11,686$17,394 and $8,949$14,460 respectively, which amounts account for 98%99% and 100%84% of our recorded revenue, respectively.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JuneSeptember 30, 2018
(Unaudited)
Note 8 – Other eventsEvents
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.
Agreement with eSilkroad
On April 17, 2018, Agora Holdings, Inc., a Utah corporation ("we" or 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"). On April 17, 2018, the parties executed the Agreement for the Acquisition, with the Closing to take place at a future date to be determined by the parties (the "Closing Date").
On August 31, 2018, the shareholders of eSilkroad and the Company entered into an Addendum to Share Exchange Agreement (the "Addendum"), which amended the terms of the Agreement so that the ownership percentage of eSilkroad acquired by the Company would be decreased from 100% to 51%. In addition, the Addendum provides for a monthly payment of $8,000 to Ruben Yakubov, the Company's president, and Mr. Oleksandr Bondarenko, an officer and director of eSilkroad.
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 JuneSeptember 30, 2018 of approximately $1,140,000,$1,283,000, 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
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2018
(Unaudited)
Note 9 - Income Taxes (continued)
months, we consider the accounting of any transition tax, deferred tax re-measurements, and other itemsotheritems 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 $230,200$260,200 at JuneSeptember 30, 2018. For the sixnine months ended JuneSeptember 30, 2018, the valuation allowance increased by approximately $33,000.$85,950.
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.2017. The Company has no tax positions at JuneSeptember 30, 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.
AGORA HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(Unaudited)
Note 10 – Subsequent Events
Further on October 4, 2018 the shareholders of eSilkroad and the Company entered into a Second Addendum to the Share Exchange Agreement (the "Second Addendum"), with an effective date of September 30, 2018, which amended the terms of the Agreement so that each of Bondarenko and Sytnyk shall receive 7,136,600 shares the Company's common stock. In addition, the Addendum revises the current share capital of eSilkroad to include 2 non-voting shares issued prior to the Closing Date, as well as the 20,000 issued and authorized shares of common stock. The shares were issued on November 2, 2018 to conclude the transaction.
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.
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, 2017, as filed with the Securities and Exchange Commission on April 17, 2018 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.
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.
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.
Effective April 28, 2017, Ilya Kaplan resigned from all officer and director positions with the Company.
On June 12, 2017, we, entered into an Equity Purchase Agreement whereby the Company agreed to acquire all of the outstanding common shares of 9706801 Canada, Inc. d/b/a RiNet Telecom ("RiNet"), which is 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. On June 12, 2017, the parties executed the Agreement for the Acquisition. 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.
On March 1, 2018, the Company entered into a letter of intent ("LOI") to acquire ESILKROAD NETWORK LIMITED, a limited partnership incorporated under the laws of Hong Kong and its controlled subsidiary, eSilkroad of Ukraine, an entity formed and operating in the Ukraine, (collectively the "targets"). The primary asset of Esilkroad Network Limited is a fully developed concept for a global B2B networking platform called "eSilknet" which is intended to provide international users a one-stop portal to carry out global business activity, reach investors for product and other corporate development purposes, organize international trade events, attract professional services for international activities and advertise products and services. eSilknet is expected to make interaction between businesses and non-profit organizations throughout the World faster, less costly and more effective. Along with eSilknet, the eSilkroad group of projects includes the opportunity to subsequently acquire complementary projects "eSilktrade" (a cross border ecommerce platform currently under development) and eSilkexpo, a complementary exposition portal also under development, which is intended to be a virtual exhibition and display platform.
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. Subsequently the Company and the shareholders of eSilkroad Network Limited extended the Closing date in order to renegotiate certain terms and conditions of the Agreement. As
On August 31, 2018, the shareholders of eSilkroad and the Company entered into an Addendum to the Share Exchange Agreement (the "Addendum"), which amended the terms of the Agreement so that the ownership percentage of eSilkroad acquired by the Company would be decreased from 100% to 51%. In addition, the Addendum provides for a monthly payment of $8,000 to Ruben Yakubov, the Company's president, and Mr. Oleksandr Bondarenko, an officer and director of eSilkroad.
Further on October 4, 2018 the shareholders of eSilkroad and the Company entered into a Second Addendum to the Share Exchange Agreement (the "Second Addendum"), with an effective date of this report,September 30, 2018, which amended the terms of the Agreement has not yet closed.so that each of Bondarenko and Sytnyk shall receive 7,136,600 shares the Company's common stock. In addition, the Addendum revises the current share capital of eSilkroad to include 2 non-voting shares issued prior to the Closing Date, as well as the 20,000 issued and authorized shares of common stock. The Company issued 14,273,200 shares on November 2, 2018 in order to conclude the transaction.
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.
Recently we entered into agreements whereunderAs a result of our recent acquisition of 51% of eSilkroad and eSilkroad Ukraine we will actively continue the development of a ground-breaking B2B networking portal providing the global community a new way of direct interaction, eSilknet is focused solely on international business activities. The completed site is expected to allow users to establish a profile, set up contact details and summarize key corporate data, including available products and opportunities. Users will be able to leave reviews and ratings, chat directly in a secure environment and eventually to conduct business through the site upon acquisition of eSilktrade. Under continuing development over the past year under the expert guidance of its founder, Oleg Sytnyk, eSilknet has assembled a team of experts with successful careers spanning the fields of project development, online and offline marketing, startup enterprises, software development including IT, Payment systems, mobile, web and high tech concepts and industrial, graphic and web design. eSilknet has a clear roadmap and is ready to implement the next phase of development to achieve pilot launch during fiscal 2019.
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.
Three Months Ended JuneSeptember 30, 2018 Compared to the Three Months Ended JuneSeptember 30, 2017
The Company generated $5,780$5,708 and $4,437,$8,178, respectively, in revenue during the three months ended JuneSeptember 30, 2018 and 2017. All revenuesRevenues generated in the comparative periodsthree months ended September 30, 2018 were all derived from related parties, whereas revenue generated in the three months ended September 30, 2017 include $5,511 of revenue from related parties and $2,667 from third party contracts.clients. The slight increasedecrease in revenues period over period reflect the addition of certain services to our related party customer.fact that there were no third-party revenues in the most recently completed fiscal quarter.
Cost of Goods Sold for the three months ended JuneSeptember 30, 2018 and 2017 were $Nil. The absence of 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, salaries and consulting fees, professional fees, programming fees as well as general and administrative expenses, for the three months ended JuneSeptember 30, 2018, were $24,267totaled $148,463 as compared to $802,074$45,826 in the same three month period during fiscal 2017. The substantial decreaseincrease in our operating expenses for the three-month period ended JuneSeptember 30, 2018 is almost entirely related to a reductionan increase to salaries and consulting fees and associated travel expense during the current three month period as the Company's consultants traveled overseas to negotiate terms for the close of the acquisition of eSilkroad Network, and investigated dual listing opportunities for the Canadian Securities Exchange, with no similar expense in the currentprior comparative period. During the three months ended June 30, 2017 the Company issued 1,250,000 shares to a former director and a consultant for services rendered. The Company valued the issuance on the closing price of the Company's stock as traded in the other-the-counter market on the date of grant for a total of $750,000. There was no similar transaction in the three months ended June 30, 2018. Additionally, during the three months ended JuneSeptember 30, 2017 the Company recorded management fees of $18,000 relative to the services provided by our President and Director during the period. There were no comparable fees during the three months ended JuneSeptember 30, 2018. Professional fees were increased slightly from $8,250 in the three months ended September 30, 2017 to $11,650 in the current three-month period. Programming costs remained constant period over period totaling $10,705 and $10,800 respectively as at June$5,500 in the three months ended September 30, 2018 and 2017. Each of programming costs and generalas compared to $5,751 in the prior comparative period. General and administrative expenses in the period were reduced over the comparative periodssubstantially increased from $13,922$13,825 (2017) to $6,753 (2018)$46,313 in the three months ended September 30, 2018 as a direct result of travel and sundry expenses related to programming costs and $9,352 (2017)the ongoing project negotiations relative to $6,809 (2018) as to general and administrative expenses.eSilkroad Network.
Interest expenses period over period were $Nil and $4,059$7,559 respectively during the three months ended JuneSeptember 30, 2018 and 2017. The decrease in interest expense in the current period is due to the settlement of interest on certain convertible notes for shares during a periodprior period which settled the outstanding debt in full.
As a result of the foregoing, we reported a net loss of $18,487$142,755 for the three months ended JuneSeptember 30, 2018. This compares with a net loss for the three months ended JuneSeptember 30, 2017 of $801,696. $45,207.
SixNine Months Ended JuneSeptember 30, 2018 Compared to the SixNine Months Ended JuneSeptember 30, 2017
The Company generated $11,864$17,572 in revenue for the sixnine months ended JuneSeptember 30, 2018, compared to revenue of $8,949$17,127 for the sixnine months ended JuneSeptember 30, 2017. The slight increase to revenue was due to additional consulting services provided to a related party entity in the current three monthnine-month period. Revenues generated in the comparative periods were primarily derived from related party contracts. The slight increase in revenues period over period reflect the addition of certain services to our related party customer.
Cost of Goods Sold for the sixnine months ended JuneSeptember 30, 2018 and 2017 were $Nil. The absence of 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, salaries and consulting fees, professional fees, programming fees as well as general and administrative expenses and for the sixnine months ended JuneSeptember 30, 2018, were $6,546,2481$6,694,711 as compared to $835,660$881,486 in the same six monthnine-month period during fiscal 2017. The substantial increase in our operating expenses for the six-monthnine-month period ended JuneSeptember 30, 2018 is entirely related to salaries and consulting fees in the current period, most of which were settled by the issuance of 27,000,000 restricted common shares at $0.24 per share for total compensation expenses of $6,480,000, with only $750,000 in similar expenses in the prior comparative six monthnine-month period. This increase was offset by a decrease in management fees from $36,000$54,000 in the period ended JuneSeptember 30, 2017 to $12,000 in the current six monthnine-month period. Further the Company incurred programming costs of $12,603$18,103 in the current sixnine month period as compared to $13,922$19,673 in the prior comparative sixnine months ended JuneSeptember 30, 2017. We also recorded an increase to general and administrative expenses from $14,438$28,263 in the sixnine months ended June 30, 2017 to $20,940$67,253 in the current sixnine months ended JuneSeptember 30, 2018. This increase was substantially due to travel and sundry expenses incurred relative to our negotiation of the acquisition of an interest in eSilkroad Network. Professional fees remained consistentincreased slightly period over period.period from $29,550 to $32,355.
Interest expenses period over period were $102,224 and $57,358$64,917 respectively. The increase in interest expense in the current period is due to the settlement of interest on certain convertible notes for shares valued at $49,678 with no comparative expense in fiscal 2017. During the comparative six monthnine-month periods ended JuneSeptember 30, 2018 and 2017 the amortization of debt discount in respect of convertible notes was $52,312 and $46,081$46,671 respectively,
As a result of the foregoing, we reported a net loss of $6,636,608$6,677,139 for the sixnine months ended JuneSeptember 30, 2018. This compares with a net loss for the sixnine months ended JuneSeptember 30, 2017 of $884,069.$929,276.
Liquidity and Capital Resources
As of JuneSeptember 30, 2018, we had cash or cash equivalents of $107.$66. As of December 31, 2017, we had cash or cash equivalents of $Nil. Accounts receivable totaled $2,835$7,257 in the current period as compared to $7,258 at December 31, 2017.
Net cash provided by operating activities was $145$496 for the sixnine months ended JuneSeptember 30, 2018. This compares to net cash used in operating activities of $50,079$91,957 for the sixnine months ended JuneSeptember 30, 2017. The increase in our net cash provided by operating activities for the six monthnine-month period ended JuneSeptember 30, 2018 was primarily due to non cashnoncash adjustments including the issuance of shares for salaries, consulting fees and interest expenses as well as the amortization of debt discount in respect of certain convertible notes payable. Further, in the current six monthnine-month period the Company experienced increases to each of accounts payable and due to related party, and a decrease to accounts receivable which amounts were used to settle operating expenses in the normal course.
Cash flows provided by investing activities was $Nil for the sixnine months ended JuneSeptember 30, 2018 and 2017.
Cash flows provided by financing activities was $43,313$86,582 for the sixnine months ended JuneSeptember 30, 2017 as a result of proceeds from certain convertible notes, and $Nil for the sixnine months ended JuneSeptember 30, 2018.
As of JuneSeptember 30, 2018 and December 31, 2017, our total assets were $2,942$7,323 and $7,258 respectively, and our total liabilities were $140,439$288,700 and $109,364.
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 recently entered into and concluded agreements to acquire a developing business in Hong Kong and the Ukraine and expect to have additional capital demands in order to fully implement the development of these operations. Accordingly, we will need to obtain additional sources of capital in the future to finance our ongoing operations. 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 $137,497281,377 at JuneSeptember 30, 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.
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
The Company has reviewed all 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.
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 JuneSeptember 30, 2018 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 JuneSeptember 30, 2018. 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 JuneSeptember 30, 2018, 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 JuneSeptember 30, 2018:
| 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 JuneSeptember 30, 2018, 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 JuneSeptember 30, 2018, 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.
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
In AprilOn November 2, 2018 the Company issued 27,000,00014,273,200 shares of restricted common stock valued at $0.24 per share, or $6,480,000, in respect to an Executive employment agreement with our Presidentthe acquisition of a 51% interest in eSilkroad Network Ltd. and a consulting agreement with a third party providing business development services.subsidiary eSilkroad of Ukraine to its two shareholders, Oleg Sytnyk and Oleksandr Bondarenko.
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 April 17,August 31, 2018, the shareholders of eSilkroad and the Company entered into an Addendum to Share Exchange Agreement (the "Addendum"), which amended the terms of the Agreement so that the ownership percentage of eSilkroad acquired by the Company would be decreased from 100% to 51%. In addition, the Addendum provides for a monthly payment of $8,000 to Ruben Yakubov, the Company's president, and Mr. Oleksandr Bondarenko, an officer and director of eSilkroad.
Further on October 4, 2018 the shareholders of eSilkroad and the Company entered into a Second Addendum to the Share Exchange Agreement (the "Agreement""Second Addendum") whereby, with an effective date of September 30, 2018, which amended the Company agreed to acquire allterms of the outstandingAgreement so that each of Bondarenko and Sytnyk shall receive 7,136,600 shares the Company's common stock. In addition, the Addendum revises the current share capital of eSilkroad to include 2 non-voting shares issued prior to the Closing Date, as well as the 20,000 issued and authorized 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 securelycommon stock. The Company issued 14,273,200 shares on trade and project development and attract professional services for specific project-based needs. Subsequently the Company and the shareholders of eSilkroad Network Limited extended the Closing dateNovember 2, 2018 in order to renegotiate certain terms and conditions ofconclude the Agreement. As of the date of this report, the Agreement has not yet closed.transaction.
ITEM 6. EXHIBITS
The following documents are included as exhibits to this report.
| Exhibit Number | Title of Document |
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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") | |
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Date: August 20,November 19, 2018 | | /s/ Ruben Yakubov | |
| | | Name: Ruben Yakubov | |
| | | Title: President | |
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