Agora Holdings, Inc. - FORM 10-K/A - August 20, 2018

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EX-32.2 - CERTIFICATION - Agora Holdings, Inc.ex322.htm
EX-32.1 - CERTIFICATION - Agora Holdings, Inc.ex321.htm
EX-31.2 - CERTIFICATION - Agora Holdings, Inc.ex312.htm
EX-31.1 - CERTIFICATION - Agora Holdings, Inc.ex311.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

Form 10-K/A
Amendment No. 1

(Mark One)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended December 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.)
 
 
1136 Centre Street Unit 228
Thornhill,  Ontario, Canada
L4J 3M8
(Address of principal executive offices)
(Zip Code)
 
1-844-625-8896
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Name of each exchange on which registered
n/a
n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
Title of class
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes
[ ]
No
[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
 
Yes
[  ]
No
[X]

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 Website, 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
[X]
No
[  ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
 
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. [X]

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

 
Yes
[  ]
No
[X]

The market value of the voting and non-voting common stock held by non-affiliates totaled $10,340,002 based upon a valuation of $0.68 per share, that being the closing price on June 30, 2017, the last business day of the registrant's most recently completed second fiscal quarter and multiplied by the number of non affiliate shares outstanding as of April 13, 2018, assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
 
 
49,207,887 shares of common stock issued and outstanding as of April 13, 2018
 

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (eitf Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
 
 
None
 
  

2
 
 
TABLE OF CONTENTS
 
 
 
Page
 
PART I
 
 
 
 
Item 1
Business
1
Item 1A
Risk Factors
3
Item 1B
Unresolved Unresolved Staff Comments
3
Item 2
Properties
3
Item 3
Legal Proceedings
3
Item 4
Mine Safety Disclosure's
3
 
 
  
 
PART II
  
 
 
  
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
4
Item 6
Selected Financial Data
5
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
5
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
8
Item 8
Financial Statements and Supplementary Data
8
 
 
  
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9
Item 9A
Controls and Procedures
9
Item 9B
Other Information
9
 
 
  
 
PART III
  
 
 
  
Item 10
Directors, Executive Officers and Corporate Governance
10
Item 11
Executive Compensation
11
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
12
Item 13
Certain Relationships and Related Transactions, and Director Independence
13
Item 14
Principal Accounting Fees and Services
14
 
 
  
 
PART IV
  
 
 
  
Item 15
Exhibits, Financial Statement Schedules
15
 
 
  
 
SIGNATURES
16

 

3
 
EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment") of Agora Holdings, Inc. for the fiscal year ended December 31, 2017 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-K (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K filed as of April 17, 2018.
 
4
 
PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are included as exhibits to this Annual Report.

Exhibit Number   
Title of Document
*Filed herewith
 

5
 
 
SIGNATURES


  
Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
 
 
Date:
August 20, 2018
By:
/s/Danail Terziev
 
 
Name:
Danail Terziev
 
 
Title:
Chief Executive Officer (Principal Executive Officer)
 
 
 
 
Date:
August 20, 2018
By:
/s/Ruben Yakubov
 
 
Name:
Ruben Yakubov
 
 
Title:
President (Principal Financial Officer and Principal Accounting Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
Date:
August 20, 2018
By:
/s/Danail Terziev
 
 
Name:
Danail Terziev
 
 
Title:
Chief Executive Officer (Principal Executive Officer)
 
 
 
 
Date:
August 20, 2018
By:
/s/Ruben Yakubov
 
 
Name:
Ruben Yakubov
 
 
Title:
President (Principal Financial Officer and Principal Accounting Officer)
 
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Agora Holdings, Inc. Reports