Attached files
| file | filename |
|---|---|
| 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-Q/A
Amendment No. 1
|
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
For the quarterly period ended: March 31, 2018
|
|
|
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
|
For the transition period from __________ to __________
|
|
000-55686
|
|
|
Commission File Number
|
|
|
|
|
|
AGORA HOLDINGS, INC.
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
Utah
|
61-1673166
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
1136 Centre Street Unit 228
Thornhill, Ontario, Canada L4J 3M8
|
M3J 3A6
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
855-561-4541
|
|
|
(Registrant's telephone number, including area code)
|
|
|
|
|
|
|
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|
Yes [X] No [ ]
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|
Yes [ ] No [X]
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
|
|
Emerging growth company [X]
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|
Yes [ ] No [X ]
|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
|
|
Yes [ ] No [ ]
|
APPLICABLE ONLY TO CORPORATE ISSUERS
|
49,207,887 shares of common stock outstanding as of May 15, 2018
|
|
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
|
|
|
|
Page
|
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
3
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
4
|
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
8
|
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
8
|
|
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
9
|
|
|
|
|
|
Item 1A.
|
Risk Factors
|
9
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
9
|
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
9
|
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
9
|
|
|
|
|
|
Item 5.
|
Other Information
|
9
|
|
|
|
|
|
Item 6.
|
Exhibits
|
9
|
|
|
|
|
|
|
SIGNATURES
|
10
|
2
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this "Amendment") of Agora Holdings, Inc. for the three month period ended March 31, 2018 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q filed as of May 21, 2018.
3
|
Exhibit Number
|
Title of Document
|
*Filed herewith
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
Agora Holdings, Inc.
|
|
|
|
|
(the "Registrant")
|
|
|
|
|
|
|
|
Date: August 20, 2018
|
|
/s/ Ruben Yakubov
|
|
|
|
|
Name: Ruben Yakubov
|
|
|
|
|
Title: President
|
|
|
|
|
|
|
|
|
|
|
5