UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2015
VGRAB COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
| BRITISH COLUMBIA, CANADA | 000-54800 | 99-0364150 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| #810 - 789 West Pender Street Vancouver, BC |
| V6C 1H2 |
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| Registrant's telephone number, including area code | (604) 722-0041 | |
CORECOMM SOLUTIONS INC.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 10, 2015, VGrab Communications Inc. (formerly, CoreComm Solutions Inc.) (the “Company”) acquired the VGrab software application pursuant to the terms of a software purchase agreement dated January 8, 2015 (the “Software Purchase Agreement”) between the Company and Hampshire Capital Limited (“Hampshire”). In consideration of the VGrab software application, the Company issued a total of 22,500,000 common shares of the Company to Hampshire.
Concurrent with closing of the transaction, Nelson Da Silva, the sole executive officer and a director of the Company, resigned as an executive officer of the Company and Gerald Diakow resigned as a director of the Company. To fill the vacancies caused by the resignations, Jacek (Jack) P. Skurtys was appointed as Chief Executive Officer, Chief Financial Officer, President and a director of the Company. Mr. Da Silva remains a member of the Board of Directors of the Company.
In addition, the Company changed its name to VGrab Communications Inc. and its OTCQB stock symbol changed to “VGRBF” effective February 13, 2015.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
On February 10, 2015, in consideration of the VGrab software application, the Company issued to Hampshire 22,500,000 common shares of the Company pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”). Hampshire represented that it was not a resident of the United States and is otherwise not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S of the Act.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01
CHANGES IN CONTROL OF REGISTRANT.
Under the terms of the Software Purchase Agreement, the Company issued 22,500,000 common shares of the Company to Hampshire. As a result, Hampshire now owns 73.0% of the issued and outstanding common shares of the Company, resulting in a change of control.
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective February 10, 2015, Nelson Da Silva resigned as the Chief Executive Officer, Chief Financial Officer and President of the Company and Gerald Diakow resigned as a director of the Company. Each of Mr. Da Silva and Mr. Diakow’s resignations were not due to, and were not caused by, in whole or in part, any disagreement with the Company, whether related to the Company’s operations, policies, practices or otherwise. Mr. Da Silva will continue to serve on the Company’s board of directors.
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Effective February 10, 2015, the Company appointed Jacek (Jack) P. Skurtys as the Chief Executive Officer, Chief Financial Officer, President and a director of the Company.
Mr. Skurtys has approximately 25 years of managing various telecommunication and media businesses. Since March 2012, Mr. Skurtys has been CSO of the Hampshire Group. Mr. Skurtys is also an executive director of Linear Corporation Behard, which is an HVAC equipment provider. Previously, Mr. Skurtys served as Chief Operating Officer and Vice-President of Proyektor LLC from 2006 to 2011. Mr. Jacek P. Skurtys holds MA Degree at Warsaw University, School of International Affairs and received Cambridge Proficiency Certificate in 1986.
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Amendment to Articles
On February 11, 2015, the Company changed its name to VGrab Communications Inc. (the “Name Change”). To effect the Name Change, the Company filed a Notice of Alteration with the British Columbia Registrar of Companies. Other than the Name Change, no other changes were made to the Company’s Notice of Articles.
SECTION 7 - REGULATION FD
ITEM 7.01
REGULATION FD DISCLOSURE.
On February 12, 2015, the Company issued a news release announcing the closing of the acquisition of the VGrab software application. See “Item 2.01 - Completion of Acquisition or Disposition of Assets” above.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
SECTION 8 - OTHER EVENTS
ITEM 8.01
OTHER EVENTS.
Ticker Symbol Change
On February 13, 2015, the Company’s common shares commenced trading on the OTC Markets under the new ticker symbol VGRBF.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
| Exhibit Number | Description of Exhibit |
| 3.1 | Certificate of Change of Name dated February 11, 2015 |
| 3.2 | Notice of Articles dated February 11, 2015 |
| 10.1 | Software Purchase Agreement between the Company and Hampshire dated January 8, 2015 (1) |
| 99.1 | News Release dated February 12, 2015 |
Note:
(1) Filed with the SEC as an exhibit to our Current Report on Form 8-K on January 14, 2015.
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SIGNATURE
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 hereunto duly authorized.
VGRAB COMMUNICATIONS INC.
| Date: February 17, 2015 |
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| By: /s/ Jacek (Jack) P. Skurtys |
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| Jacek (Jack) P. Skurtys |
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| Chief Executive Officer, Chief Financial Officer |
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| and President |
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DUPLICATE
Number: C0908409
![[vgrab_ex31002.gif]](vgrab_ex31002.gif)
CERTIFICATE
OF
CHANGE OF NAME
BUSINESS CORPORATIONS ACT
I Hereby Certify that CORECOMM SOLUTIONS INC. changed its name to VGRAB COMMUNICATIONS INC. on February 11, 2015 at 09:41 AM Pacific Time.
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| Issued under my hand at Victoria, British Columbia On February 11, 2015 /s/ CAROL PREST CAROL PREST Registrar of Companies Province of British Columbia Canada |
Date and Time: February 17, 2015 09:30 AM Pacific Time
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| Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca | Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 |
Notice of Articles
BUSINESS CORPORATIONS ACT
| This Notice of Articles was issued by the Registrar on: February 11, 2015 09:41 AM Pacific Time Incorporation Number: C0908409 Recognition Date and Time: Continued into British Columbia on April 15, 2011 04:35 PM Pacific Time |
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| NOTICE OF ARTICLES | |
| Name of Company: VGRAB COMMUNICATIONS INC. |
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| REGISTERED OFFICE INFORMATION |
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| Mailing Address: SUITE 704 - 595 HOWE STREET PO BOX 35 VANCOUVER BC V6C 2T5 CANADA | Delivery Address: SUITE 704 - 595 HOWE STREET VANCOUVER BC V6C 2T5 CANADA |
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| RECORDS OFFICE INFORMATION |
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| Mailing Address: SUITE 704 - 595 HOWE STREET PO BOX 35 VANCOUVER BC V6C 2T5 CANADA | Delivery Address: SUITE 704 - 595 HOWE STREET VANCOUVER BC V6C 2T5 CANADA |
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| DIRECTOR INFORMATION |
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| Last Name, First Name, Middle Name: DA SILVA, NELSON |
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| Mailing Address: 810 - 789 WEST PENDER STREET VANCOUVER BC V6C 1H2 CANADA | Delivery Address: 810 - 789 WEST PENDER STREET VANCOUVER BC V6C 1H2 CANADA |
| Last Name, First Name, Middle Name: DIAKOW, GERALD |
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| Mailing Address: SUITE 704 - 595 HOWE STREET PO BOX 35 VANCOUVER BC V6C 2T5 CANADA | Delivery Address: SUITE 704 - 595 HOWE STREET VANCOUVER BC V6C 2T5 CANADA |
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| AUTHORIZED SHARE STRUCTURE | ||
| 1. No Maximum | Common Shares | Without Par Value With Special Rights or Restrictions attached |
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| 2. No Maximum | Preferred Shares | Without Par Value With Special Rights or Restrictions attached |
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Page 2 of 2
VGrab Communications Inc.
(formerly, CoreComm Solutions Inc.)
810-789 West Pender St
Vancouver, BC V6C 1H2
OTCQB:COCMF
News Release
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VGrab Communications Inc. (formerly, CoreComm Solutions Inc.) Announces Acquisition of VGrab Software
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VANCOUVER, BRITISH COLUMBIA - (February 12, 2015) VGrab Communications Inc. (formerly, CoreComm Solutions Inc.) (OTCQB:COCMF) (the “Company”) is pleased to announce it has acquired the VGrab software application pursuant to the terms of a software purchase agreement with Hampshire Capital Limited (“Hampshire”). In consideration of the VGrab software, the Company issued a total of 22,500,000 common shares of the Company to Hampshire.
Concurrent with closing of the transaction, Nelson Da Silva, the sole executive officer and a director of the Company, resigned as an executive officer of the Company and Gerald Diakow resigned as a director of the Company. To fill the vacancies caused by the resignations, Jack P. Skurtys was appointed as Chief Executive Officer, Chief Financial Officer and a director of the Company. Mr. Da Silva remains a member of the Board of Directors of the Company.
In addition, the Company changed its name to VGrab Communications Inc. and its OTCQB stock symbol will be changed to “VGRBF” effective February 13, 2015.
About VGrab
VGrab is a software application developed for smartphones using the Android and Apple iOS operating systems. The VGrab software allows users to redeem vouchers on their smartphones for use at a number of retailers and merchants.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company’s limited operating history; the need to comply with governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
On behalf of the Board of Directors,
Nelson Da Silva, Director
CONTACT INFORMATION
VGrab Communications Inc.
(formerly, CoreComm Solutions Inc.)
Nelson Da Silva
(604) 722-0041
nelsondasilva@shaw.ca
![[vgrab_ex31004.gif]](vgrab_ex31004.gif)
![[vgrab_ex32002.gif]](vgrab_ex32002.gif)