10-Q

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: March 31, 2017
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-55686
Commission File Number
AGORA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Utah	61-1673166
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
170 Rimrock Road, Unit #2, North York, Ontario, Canada	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

12,123,152 shares of common stock outstanding as of June 2, 2017

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

AGROA HOLDINGS, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
	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	8
	SIGNATURES	9

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 March 31, 2017 and December 31,2016	F-1
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	F-2
Unaudited Consolidated Statement of Cash Flows for the three months ended March 31, 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)

	March 31, 2017			December 31, 2016
ASSETS
Current
Cash	$	5,933		$	6,795
Accounts receivable		7,892			5,303
Total Current Assets		13,825			12,098
Total Assets	$	13,825		$	12,098
LIABILITIES
Current
Accounts payable and accrued liabilities	$	23,698		$	24,172
Other payables		6,502			5,990
Due to related party		51,770			21,705
Convertible notes - related party, net		279,371			272,983
Total Current Liabilities		361,341			324,850
Total Liabilities		361,341			324,850
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.10 par value;
authorized: 100,000,000, no shares issued and outstanding as of December 31, 2016 and 2015		-			-
Common Stock, $0.001par value;
authorized: 500,000,000 shares, 12,123,152 shares issued and outstanding as of March 31, 2017 and December 31, 2016		12,123			12,123
Additional Paid-in Capital		495,156			447,316	)
Accumulated other comprehensive income (loss)		2,028			2,259
Accumulated income (deficit)		(856,823	)		(774,450	)
Total Stockholders’ Deficit		(347,516	)		(312,752	)
Total Liabilities and Stockholders’ Deficit	$	13,825		$	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
	March 31,
	2017			2016
Gross Revenue	$	4,512		$	5,922
Costs of Goods Sold		-			2,167
Gross profit		4,512			3,755
Operating Expenses
Management fees		18,000			18,000
Professional fees		10,500			3,250
Consulting fees		-			19,800
General and administrative expenses		5,086			3,985
Total operating expenses		33,586			45,035
Income (loss) from operations		(29,074	)		(41,280	)
Interest expenses		(53,299	)		(1,587	)
Net (loss)	$	(82,373	)	$	(42,867	)
Net loss per share – basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding – basic and diluted		12,123,152			12,094,523
Comprehensive Income (Loss):
Net income (loss)	$	(82,373	)	$	(42,867	)
Effect of foreign currency translation		(231	)		(1,977	)
Comprehensive Loss	$	(82,604	)	$	(44,844	)

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

F-2

AGORA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended
	March 31,
	2017			2016
Cash flows from Operating Activities
Net income (loss)	$	(82,373	)	$	(42,867	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of debt discount		47,840			-
Changes in operating assets and liabilities:
Accounts receivable		(2,532	)		(6,978	)
Accounts payable		32,766			2,329
Due to related party		(3,002	)		1,463
Net cash used in operating activities		(7,301	)		(46,053	)
Cash flows from Investing Activities
Net cash provided by investing activities		-			-
Cash flows from Financing Activities
Proceeds from convertible notes		6,388			46,029
Net cash provided by financing activities		6,388			46,029
Effects of exchange rates on cash		51			139
Increase (decrease) in cash during the period		(862	)		115
Cash, beginning of period		6,795			-
Cash, end of period	$	5,933		$	115
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	$	-		$	18,406

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 $347,516 at March 31, 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 three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

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 January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption.

 In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis.

 In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Note 4 - Convertible Notes

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

	Principal Amount ($)			Debt Discount ($)			Carrying Value ($)			Accrued interest payable ($)
Balance, December 31, 2015		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	)
Balance, December 31, 2016		272,983			-			272,983			9,375
Additions:		-			-						-
BCF associated 2016 notes		-			(45,498	)		(45,498	)		-
New note		6,388			(2,342	)		4,046			-
Interest expense		-			-			-			5,460
Deduct: amortization of discount		-			47,840			47,840			-
Balance, March 31, 2017	$	279,371		$	-		$	279,371		$	14,835

F-7

AGORA HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 - Convertible Notes (continued)

The Company entered into various debt conversion agreements with a major shareholder and a corporation controlled by this major 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 various convertible loan agreements for totaling gross proceeds of $272,983 with one of the Company’s major 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 he Company recognized the intrinsic value of the embedded beneficial conversion feature of $45,498 associated with 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 a convertible loan agreements for totaling gross proceeds of $6,388 with one of the Company’s major 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 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.

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 representingthe 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.

F-8

AGORA HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

Share issuance during the three months ended March 31, 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 March 31, 2017 and December 31, 2016, the Company has 12,123,152 shares of common stock and nil shares of preferred stock issued and outstanding.

Note 7 - Related Party Transactions

(1)   Convertible notes with Major Shareholder:

During the three months ended March 31, 2017 the Company entered a convertible loan agreements for totalgross proceeds of $6,388 with one of the Company’s major 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 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.

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

During the three months ended March 31, 2017 Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors, invoiced $18,000 in management fees. The Company didn’t make any cash payments, 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 three months ended March 31, 2017, the Company repaid an amount of $2,802, to a company controlled by our CEO, leaving $15,911 (December 31, 2016 - $18,713) in the balance sheets as advances from related party.

During the three months ended March 31, 2017, the Company didn’t make cash payments to reduce a prior advance from a company controlled by our CEO, leaving $3,025 in the balance sheets as advances from related party.

F-9

AGORA HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Other events

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

Note 9 - Income Taxes

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated through March 31, 2017 of approximately $856,823, 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 $291,320 at March 31, 2017. For the three months ended March 31, 2017, the valuation allowance increased by approximately $28,007.

Note 10 – Subsequent events

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.

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.

4

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 170 Rimrock Road, Unit #2, North York, Ontario, Canada M3J 3A6. The Company’s telephone number is (855)-561-4541.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

The Company generated $4,512 in revenue for the three months ended March 31, 2017, compared to revenue of $5,922 for the three months ended March 31, 2016.  The reduction to revenue in the three months ended March 31, 2017 was due to a decline in product installation services in the period as compared to the prior quarter.

Cost of Goods Sold for the three months ended March 31, 2017 were $Nil which compares with Cost of Goods Sold of $2,167 for the three-month period ended March 31, 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 three months ended March 31, 2017, were $33,586.  This compares with operating expenses for the three months ended March 31, 2016 of $45,035.  The decrease in our operating expenses for the three-month period ended March 31, 2017 is predominantly related to a decrease in consulting fees period over period from $19,800 in the period ended March 2016 to $Nil in the current period.  This decrease was offset by an increase in professional fees from $3,250 in the period ended March 2016 to $10,500 as the Company incurred additional fees as a fully reporting issuer.

As a result of the foregoing, we had a net loss of $82,373 for the three months ended March 31, 2017.  This compares with a net loss for the three months ended March 31, 2016 of $42,867.  The increase in our net loss for the three month period ended March 31, 2017, is due to a substantial increase in our interest expenses during the period ended March 31, 2107, as the Company obtained new capital during fiscal 2016 with no repayments to the lender.

Liquidity and Capital Resources

As of March 31, 2017, we had cash or cash equivalents of $5,933.  As of December 31, 2016, we had cash or cash equivalents of $6,795.  Accounts receivable totaled $7,892 in the current period as compared to $5,303 at December 31, 2016.

Net cash used in operating activities was $7,301 for the three months ended March 31, 2017.  This compares to net cash used in operating activities of $46,053 for the three months ended March 31, 2016.  The decrease in our net cash used in operating activities for the three month period ended March 31, 2017 was primarily due to amortization of debt discounts, as well as a substantive increase to accounta payable.

Cash flows provided by investing activities was $0 for the three months ended March 31, 2017 and March 31, 2016.

Cash flows provided by financing activities was $6,388 for the three months ended March 31, 2017, which compares to cash flows provided by financing activities of $46,029 for the three months ended March 31, 2016.  The decrease in our cash flows provided by financing activities for the three months ended March 31, 2017 was primarily due to the decrease in proceeds from convertible notes. 

As of March 31, 2017, our total assets were $13,825 and our total liabilities were $361,341.  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.

5

Going Concern

The Company has incurred net losses since inception and had a working capital deficit of $347,516 at March 31, 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 January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis.

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

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.

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 March 31, 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.

6

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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 Annual Report on Form 10-K for the period ended March 31, 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

None.

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

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

ITEM 6. EXHIBITS

The following documents are included as exhibits to this report.

Exhibit Number	Title of Document
3.1.1 *	Amended Articles of Incorporation 1983
3.1.2 *	Amended Articles of Incorporation 1990
3.1.3 *	Amended Articles of Incorporation 1993
3.1.4 *	Amended Articles of Exchange 1993
3.1.5 *	Amended Articles of Incorporation 1997
3.1.6 *	Amended Articles of Incorporation 1998
3.1.7**	Amended Articles of Incorporation 2017
3.2 *	Bylaws
10.1 *	Share Exchange Agreement with Geegle Media/Danail Terziev
10.2 *	Addendum Number 1 to Share Exchange Agreement
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

*Previously filed with Form 10 Registration Statement on August 29, 2016 and incorporated herein by reference.

** Previously filed with Annual Report on Form 10-K filed June 5, 2017

*** Filed herewith

8

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.	Agora Holdings, Inc.
(the "Registrant")	(the "Registrant")
/s/Danail Terziev	/s/ Ruben Yakubov
Name: Danail Terziev	Name: Ruben Yakubov
Title: Chief Executive Officer (Principal Executive Officer)	Title: President (Principal Financial and Accounting Officer)
Date: June 5, 2017	Date: June 5, 2017

9

EX-31.1

Exhibit 31.1

CERTIFICATION

I, DANAIL TERZIEV, Chief Executive Officer of AGORA HOLDINGS, INC., certify that:

1. I have reviewed this quarterly report of AGORA HOLDINGS, INC.;

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

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

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

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

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

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

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

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

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

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

Date: June 5, 2017

/s/ Danail Terziev

Danail Terziev, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, RUBEN YAKUBOV, President, Principal Accounting and Financial Officer of AGORA HOLDINGS, INC., certify that:

1. I have reviewed this quarterly report of AGORA HOLDINGS, INC.;

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

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

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

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

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

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

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

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

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

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

Date: June 5, 2017

/s/ Ruben Yakubov

Ruben Yakubov, President (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AGORA HOLDINGS, INC. (the "Company") on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: June 5, 2017

/s/Danail Terziev

Danail Terziev, Chief Executive Officer

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AGORA HOLDINGS, INC. (the "Company") on Form 10-Q for the period ended March 31, 2017 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: June 5, 2017

/s/ Ruben Yakubov

Ruben Yakubov, President (Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Jun. 02, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Agora Holdings, Inc.
Entity Central Index Key	0001680966
Amendment Flag	false
Trading Symbol	AGHI
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,123,152

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Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current
Cash	$ 5,933	$ 6,795
Accounts receivable	7,892	5,303
Total Current Assets	13,825	12,098
Total Assets	13,825	12,098
Current
Accounts payable and accrued liabilities	23,698	24,172
Other payables	6,502	5,990
Due to related party	51,770	21,705
Convertible notes - related party, net	279,371	272,983
Total Current Liabilities	361,341	324,850
Total Liabilities	361,341	324,850
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.10 par value; authorized: 100,000,000, no shares issued and outstanding as of December 31, 2016 and 2015
Common Stock, $0.001par value; authorized: 500,000,000 shares, 12,123,152 shares issued and outstanding as of March 31, 2017 and December 31, 2016	12,123	12,123
Additional Paid-in Capital	495,156	447,316
Accumulated other comprehensive income (loss)	2,028	2,259
Accumulated income (deficit)	(856,823)	(774,450)
Total Stockholders' Deficit	(347,516)	(312,752)
Total Liabilities and Stockholders' Deficit	$ 13,825	$ 12,098

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Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.10	$ 0.10
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	12,123,152	12,123,152
Common stock, shares outstanding	12,123,152	12,123,152

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Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Gross Revenue	$ 4,512	$ 5,922
Costs of Goods Sold		2,167
Gross profit	4,512	3,755
Operating Expenses
Management fees	18,000	18,000
Professional fees	10,500	3,250
Consulting fees		19,800
General and administrative expenses	5,086	3,985
Total operating expenses	33,586	45,035
Income (loss) from operations	(29,074)	(41,280)
Interest expenses	(53,299)	(1,587)
Net (loss)	$ (82,373)	$ (42,867)
Net loss per share - basic and diluted	$ (0.01)	$ 0
Weighted average shares outstanding - basic and diluted	12,123,152	12,094,523
Comprehensive Income (Loss):
Net income (loss)	$ (82,373)	$ (42,867)
Effect of foreign currency translation	(231)	(1,977)
Comprehensive Loss	$ (82,604)	$ (44,844)

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from Operating Activities
Net income (loss)	$ (82,373)	$ (42,867)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of debt discount	47,840
Changes in operating assets and liabilities:
Accounts receivable	(2,532)	(6,978)
Accounts payable	32,766	2,329
Due to related party	(3,002)	1,463
Net cash used in operating activities	(7,301)	(46,053)
Cash flows from Investing Activities
Net cash provided by investing activities
Cash flows from Financing Activities
Proceeds from convertible notes	6,388	46,029
Net cash provided by financing activities	6,388	46,029
Effects of exchange rates on cash	51	139
Increase (decrease) in cash during the period	(862)	115
Cash, beginning of period	6,795
Cash, end of period	5,933	115
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		$ 18,406

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Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2017

Description of Business and Basis of Presentation [Abstract]

Description of business and basis of presentation

Note 1 – Description of business and basis of presentation

Organization and nature of business

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

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

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

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

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

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

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

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

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

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

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Going Concern

3 Months Ended

Mar. 31, 2017

Going Concern [Abstract]

Going Concern

Note 2 – Going Concern

The Company has incurred net losses since inception and had a working capital deficit of $347,516 at March 31, 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.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 - Summary of Significant Accounting Policies 

Principal of Consolidation

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

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 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 three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended.  Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Revenue Recognition

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

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 January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis.

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

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Convertible Notes

3 Months Ended

Mar. 31, 2017

Convertible Notes [Abstract]

Convertible Notes

Note 4 - Convertible Notes

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

	Principal Amount ($)			Debt Discount ($)			Carrying Value ($)			Accrued interest payable ($)
Balance, December 31, 2015		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	)
Balance, December 31, 2016		272,983			-			272,983			9,375
Additions:		-			-						-
BCF associated 2016 notes		-			(45,498	)		(45,498	)		-
New note		6,388			(2,342	)		4,046			-
Interest expense		-			-			-			5,460
Deduct: amortization of discount		-			47,840			47,840			-
Balance, March 31, 2017	$	279,371		$	-		$	279,371		$	14,835

The Company entered into various debt conversion agreements with a major shareholder and a corporation controlled by this major 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 various convertible loan agreements for totaling gross proceeds of $272,983 with one of the Company’s major 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 he Company recognized the intrinsic value of the embedded beneficial conversion feature of $45,498 associated with 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 a convertible loan agreements for totaling gross proceeds of $6,388 with one of the Company’s major 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 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.

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Consulting Agreement

3 Months Ended

Mar. 31, 2017

Consulting Agreement [Abstract]

Consulting Agreement

Note 5 – Consulting Agreement

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

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

a.	After completion of the first four months of the term, the Company shall pay to consultant a monthly fee in an amount equal to $5,000 USD during the balance of the term;
b.	The Company agrees to make an initial payment to the consultant of $20,000 USD, a payment equal to and representingthe 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.

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Equity

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Equity

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.

Share issuance during the three months ended March 31, 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 March 31, 2017 and December 31, 2016, the Company has 12,123,152 shares of common stock and nil shares of preferred stock issued and outstanding.

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Related Party Transactions

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Note 7 - Related Party Transactions

(1)   Convertible notes with Major Shareholder:

During the three months ended March 31, 2017 the Company entered a convertible loan agreements for totalgross proceeds of $6,388 with one of the Company’s major 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 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.

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

During the three months ended March 31, 2017 Mr. Ruben Yakubov, the Company’s President and a member of the Board of Directors, invoiced $18,000 in management fees. The Company didn’t make any cash payments, 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 three months ended March 31, 2017, the Company repaid an amount of $2,802, to a company controlled by our CEO, leaving $15,911 (December 31, 2016 - $18,713) in the balance sheets as advances from related party.

During the three months ended March 31, 2017, the Company didn’t make cash payments to reduce a prior advance from a company controlled by our CEO, leaving $3,025 in the balance sheets as advances from related party.

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Other Events

3 Months Ended

Mar. 31, 2017

Other Events [Abstract]

Other events

Note 8 – Other events

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

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Income Taxes

3 Months Ended

Mar. 31, 2017

Income Taxes [Abstract]

Income Taxes

Note 9 - Income Taxes

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated through March 31, 2017 of approximately $856,823, 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 $291,320 at March 31, 2017. For the three months ended March 31, 2017, the valuation allowance increased by approximately $28,007.

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Subsequent Events

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

Subsequent events

Note 10 – Subsequent events

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Principal of Consolidation

Principal of Consolidation

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

Basis of Presentation

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 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 three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Estimates

Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended.  Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Revenue Recognition

Revenue Recognition

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

Costs of Goods Sold

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

Foreign Currencies

Foreign Currencies

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

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

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

i) assets and liabilities are translated at the closing rate at the date of the balance sheet;

ii) income and expenses are translated at average exchange rates;

iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items. The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Loss per Common Share

Loss per Common Share

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. This guidance will be applied prospectively to any transactions occurring within the period of adoption.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current goodwill impairment test). This guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019, with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This guidance will be adopted on a prospective basis.

In March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities” that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. This guidance will be adopted using a modified retrospective transition approach. The adoption of this guidance is not expected to materially impact our results of operations, financial condition or liquidity.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

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Convertible Notes (Tables)

3 Months Ended

Mar. 31, 2017

Convertible Notes [Abstract]

Schedule of convertible notes

	Principal Amount ($)			Debt Discount ($)			Carrying Value ($)			Accrued interest payable ($)
Balance, December 31, 2015		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	)
Balance, December 31, 2016		272,983			-			272,983			9,375
Additions:		-			-						-
BCF associated 2016 notes		-			(45,498	)		(45,498	)		-
New note		6,388			(2,342	)		4,046			-
Interest expense		-			-			-			5,460
Deduct: amortization of discount		-			47,840			47,840			-
Balance, March 31, 2017	$	279,371		$	-		$	279,371		$	14,835

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Description of Business and Basis of Presentation (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jan. 20, 2017	May 19, 2014	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2014	Jul. 22, 2014	May 29, 2014
Description of business and basis of presentation (Textual)
Reverse split, description	Effect a reverse split on a 1 for 10 basis.	Effect a reverse split on the basis of 1,000 to 1.	1 for 10 basis.
Preferred stock, shares authorized			100,000,000	100,000,000		100,000,000
Common stock, shares issued			12,123,152	12,123,152			25,000,000
Preferred stock, shares issued							50,000,000
Ownership percentage					100.00%
Common stock other value				$ 150,000	$ 150,000
Common stock other shares					7,000,000
Common stock, shares authorized			500,000,000	500,000,000		500,000,000

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Going Concern (Details)	Mar. 31, 2017 USD ($)
Going Concern (Textual)
Working capital deficit	$ 347,516

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Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies (Textual)
Property and equipment depreciation methods, description	Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

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Convertible Notes (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Deduct: amortization of discount	$ 47,840
Principal Amount [Member]
Short-term Debt [Line Items]
Beginning Balance	272,983	$ 324,267
Additions:		272,983
Interest expenses
Issuance of shares to settle debt		(324,267)
BCF associated 2016 notes
New note	6,388
Deduct: amortization of discount
Ending Balance	279,371	272,983
Debt Discount [Member]
Short-term Debt [Line Items]
Beginning Balance
Additions:
Interest expenses
Issuance of shares to settle debt
BCF associated 2016 notes	(45,498)
New note	(2,342)
Deduct: amortization of discount	47,840
Ending Balance
Carrying Value [Member]
Short-term Debt [Line Items]
Beginning Balance	272,983	324,267
Additions:		272,983
Interest expenses
Issuance of shares to settle debt
BCF associated 2016 notes	(45,498)
New note	4,046
Deduct: amortization of discount	47,840
Ending Balance	279,371	272,983
Accrued interest payable [Member]
Short-term Debt [Line Items]
Beginning Balance	9,375	20,730
Additions:
Interest expenses	5,460	9,375
Issuance of shares to settle debt		(20,730)
BCF associated 2016 notes
New note
Deduct: amortization of discount
Ending Balance	$ 14,835	$ 9,375

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Convertible Notes (Details Textual) - USD ($)		1 Months Ended			3 Months Ended		12 Months Ended
	Jan. 20, 2017	Aug. 25, 2016	Jan. 19, 2016	May 19, 2014	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Convertible Notes (Textual)
Total gross proceeds					$ 6,388	$ 46,029
Embedded beneficial conversion feature					$ 45,498
Pre-split shares of common stock		46,189	1,149,991
Reverse split, description	Effect a reverse split on a 1 for 10 basis.			Effect a reverse split on the basis of 1,000 to 1.	1 for 10 basis.
Major Shareholder [Member]
Convertible Notes (Textual)
Convertible loans payable			$ 344,997
Convertible Loan Agreements [Member]
Convertible Notes (Textual)
Total gross proceeds					$ 6,388		$ 272,983
Interest rate per annum					8.00%		8.00%
Conversion price per share					$ 0.30		$ 0.30
Embedded beneficial conversion feature					$ 2,342
Beneficial conversion feature, description							On the transaction date, the Company did not recognize the intrinsic value of the embedded beneficial conversion feature since the fair market value on the date of the note, between $0.13 to $0.23, was lower than the conversion price.

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Consulting Agreement (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Consulting Agreement (Textual)
Consulting agreement, expiry date	Sep. 07, 2017
Consulting agreement, initial term	One year.
Consultant monthly fee	$ 5,000
Consultant initial payment	$ 20,000

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Equity (Details) - USD ($)	1 Months Ended		12 Months Ended
	Aug. 25, 2016	Jan. 19, 2016	Dec. 31, 2016	Mar. 31, 2017	Jul. 22, 2014	May 29, 2014
Equity (Textual)
Common stock, shares authorized			500,000,000	500,000,000	500,000,000
Common stock, par value			$ 0.001	$ 0.001
Preferred stock, shares authorized			100,000,000	100,000,000	100,000,000
Preferred stock, par value			$ 0.10	$ 0.10
Issuance of shares of common stock		114,999
Pre-split shares of common stock	46,189	1,149,991
Common stock issued for service shares	4,618
Share price	$ 0.1299
Common stock issued for service value	$ 6,000
Common stock, shares issued			12,123,152	12,123,152		25,000,000
Preferred stock, shares issued						50,000,000
Preferred stock, shares outstanding

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Related Party Transactions (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transactions (Textual)
Total gross proceeds	$ 6,388	$ 46,029
Embedded beneficial conversion feature	45,498
Convertible Loan Agreements [Member]
Related Party Transactions (Textual)
Total gross proceeds	$ 6,388		$ 272,983
Interest rate per annum	8.00%		8.00%
Conversion price per share	$ 0.30		$ 0.30
Embedded beneficial conversion feature	$ 2,342
Mr. Ruben Yakubov, President and Board of Directors [Member]
Related Party Transactions (Textual)
Management fees	18,000
Due to related party	18,000
Danail Terziev, CEO and Director [Member]
Related Party Transactions (Textual)
Repayment of amount	2,802
Advances from related party	3,025		$ 18,713
Accounts payable	$ 15,911

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Income Taxes (Textual)
Operating loss carry-forwards	$ 856,823
Operating loss carry-forwards, expiration date	Dec. 31, 2034
Deferred tax assets, operating loss carry-forwards	$ 291,320
Valuation allowance increased	$ 28,007
Statutory income tax rate	34.00%