10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 31, 2019

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to_______

Commission File Number 000-54800

VGRAB COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation or organization) 99-0364150 (I.R.S. Employer Identification No.)

820-1130 West Pender Street, Vancouver, BC V6E 4A4

(Address of principal executive offices) (Zip Code)

(604) 648-0510

(Registrant’s telephone number, including area code)

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.  [X] Yes  [  ] 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).  [X] Yes  [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting 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. (Check one):

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)		Emerging growth company	[  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [  ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of September 16, 2019, the number of shares of the registrant’s common stock outstanding was 35,513,838.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
ITEM 1. FINANCIAL STATEMENTS.	F-1
CONSOLIDATED BALANCE SHEETS	F-1
CONSOLIDATED STATEMENTS OF OPERATIONS	F-2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT	F-3
CONSOLIDATED STATEMENT OF CASH FLOWS	F-4
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	8
ITEM 4. CONTROLS AND PROCEDURES.	8
PART II - OTHER INFORMATION	9
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	12

ii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

VGRAB COMMUNICATIONS INC.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

	July 31, 2019		October 31, 2018
	(Unaudited)
ASSETS
Current assets
Cash	$	15,937	$	17,964
GST recoverable		1,386		982
Prepaids		8,876		4,799
Total current assets		26,199		23,745
Equipment		5,823		3,931
Total assets	$	32,022	$	27,676
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	396,055	$	454,254
Accrued liabilities		2,424		9,555
Due to related parties		724,463		354,877
Loan payable		100,000		100,000
Total current liabilities		1,222,942		918,686
Long-term debt		63,362		-
Total liabilities		1,286,304		918,686
Stockholders' deficit
Common stock, no par value, unlimited number authorized,    35,513,838 issued and outstanding at    July 31, 2019 and October 31, 2018		5,358,377		5,358,377
Additional paid-in capital		123,093		123,093
Accumulated other comprehensive income		46,219		50,428
Deficit		(6,781,971)		(6,422,908)
Total stockholders' deficit		(1,254,282)		(891,010)
Total liabilities and stockholders' deficit	$	32,022	$	27,676

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

F-1

VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Three Months Ended July 31,				Nine Months Ended July 31,
	2019		2018		2019		2018
Operating expenses
Accounting	$	3,386	$	4,240	$	7,242	$	9,924
Amortization		1,178		-		3,737		-
General and administrative expenses		13,129		12,200		38,650		36,201
Management fees		-		62,294		-		62,294
Professional fees		2,678		751		8,064		4,736
Regulatory and filing		4,166		5,568		16,396		15,970
Salaries and wages		89,957		-		257,315		-
Software development costs		-		90,000		230		270,000
Travel and entertainment		5,202		-		20,362		-
		(119,696)		(175,053)		(351,996)		(399,125)
Other items
Foreign exchange		81		(8,517)		81		3,399
Interest expense		(2,905)		(800)		(7,148)		(1,847)
Net loss		(122,520)		(184,370)		(359,063)		(397,573)
Translation to reporting currency		1,786		(15,046)		(4,209)		255
Comprehensive loss	$	(120,734)	$	(199,416)	$	(363,272)	$	(397,318)
Loss per share - basic and diluted	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.01)
Weighted average number of shares outstanding:		35,513,838		35,013,838		35,513,838		35,013,838

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

F-2

VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Common Stock
	Shares	Amount		Obligation to Issue Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Deficit		Total
Balance at October 31, 2017	35,013,838	$	5,298,377	$	-	$	123,093	$	51,283	$	(5,865,739)	$	(392,986)
Management fees paid by shares	-		-		60,000		-		-		-		60,000
Translation to reporting currency	-		-		-		-		255		-		255
Net loss	-		-		-		-		-		(397,573)		(397,573)
Balance at July 31, 2018	35,013,838		5,298,377		60,000		123,093		51,538		(6,263,312)		(730,304)
Management fees paid by shares	500,000		60,000		(60,000)		-		-		-		-
Translation to reporting currency	-		-		-		-		(1,110)		-		(1,110)
Net loss	-		-		-		-		-		(159,596)		(159,596)
Balance at October 31, 2018	35,513,838		5,358,377		-		123,093		50,428		(6,422,908)		(891,010)
Translation to reporting currency	-		-		-		-		(4,209)		-		(4,209)
Net loss	-		-		-		-		-		(359,063)		(359,063)
Balance at July 31, 2019	35,513,838	$	5,358,377	$	-	$	123,093	$	46,219	$	(6,781,971)	$	(1,254,282)

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

F-3

VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Nine Months Ended July 31,
	2019		2018
Cash flow used in in operating activities
Net loss	$	(359,063)	$	(397,573)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest		7,148		1,847
Amortization		3,737		-
Management fees, non-cash		-		60,000
Foreign exchange		(4,393)		(1,151)
Changes in operating assets and liabilities
GST recoverable		(405)		(351)
Prepaids		(4,073)		(3,964)
Accounts payable and accrued liabilities		(1,941)		277,517
Due to related parties		31,685		-
Accrued salaries due to related parties		163,039		-
Net cash used in operating activities		(164,266)		(63,675)
Cash flows used in investing activities
Purchase of equipment		(5,515)		-
Net cash used in investing activities		(5,515)		-
Cash flows provided by financing activities
Loans payable to related party		167,661		49,205
Net cash provided by financing activities		167,661		49,205
Effect of exchange rate changes on cash		93		(11)
Net decrease in cash		(2,027)		(14,481)
Cash, beginning		17,964		15,887
Cash, ending	$	15,937	$	1,406

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

F-4

VGRAB COMMUNICATIONS INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JULY 31, 2019

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”) to acquire the Vgrab Software Application (“Vgrab Application”). Vgrab Application is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants.

As of the date of these consolidated interim financial statements, the Company has the following subsidiaries:

Name	Incorporation	Incorporation Date
Vgrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Vgrab Communications Malaysia Sdn Bhd	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia.	May 17, 2018
VGrab Asia Limited	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019

Basis of Presentation

The unaudited interim consolidated financial statements of the Company are presented in United States dollars and 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 consolidated financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on 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 and nine months ended July 31, 2019, are not necessarily indicative of the results that may be expected for the year ending October 31, 2019.

Going Concern

The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated.

F-5

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2019		October 31, 2018
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,310	$	1,301
Notes payable to a major shareholder (b)		327,119		148,289
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		234,657		121,156
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		161,377		84,131
Total due to related parties	$	724,463	$	354,877

(a) Amounts are unsecured, due on demand and bear no interest.

(b) Amounts are unsecured, due on demand and bear interest at 4%.

During the nine-month period ended July 31, 2019, the Company recorded $7,148 (2018 - $1,847) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-month period ended July 31, 2019, the Company received $219,426 (2018 - $49,205) in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period the Company repaid $48,743 (2018 - $Nil) in loans advanced from Hampshire Avenue.

During the nine-month period ended July 31, 2019, the Company incurred $90,577 (2018 - $Nil) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President and director. In addition, the Company incurred $21,773 (2018 - $Nil) in reimbursable expenses with Mr. Lim.

During the nine-month period ended July 31, 2019, the Company incurred $72,462 (2018 - $Nil) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $3,977 (2018 - $Nil) in reimbursable expenses with Mr. Liong.

NOTE 4 - EQUIPMENT

As at July 31, 2019, the equipment consisted of several computers and software required to operate the computers; and office equipment required for operations. The cost of equipment was $9,601. The Company recorded $3,737 (2018: $Nil) in amortization expense on its equipment for the nine months ended July 31, 2019.

NOTE 5 - LONG-TERM DEBT

On July 31, 2019, one of the vendors of the Company agreed to defer repayment of the amounts owed to the vendor on the following terms:  

	July 31, 2019
Amount deferred	$	CAD$83,309
Date of repayment		December 31, 2020
Annual interest rate compounded monthly		6%

NOTE 6 - COMMON STOCK

During the nine-month period ended July 31, 2019, the Company did not have any transactions that would have resulted in issuance of its common stock. In addition, the Company did not have any warrants or options issued and exercisable during this period.

F-6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q filed by Vgrab Communications Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. These risks include, among other things: general economic conditions; our ability to raise enough money to continue our operations; changes in regulatory requirements that may adversely affect our business; customer acceptance of our proprietary software application; and other risks and uncertainties as set forth in “Part II - Item 1A - Risk Factors.”

Forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, the economic conditions will continue to show modest improvement in the near to medium future, no material change to the competitive environment, we will be able to access sufficient qualified staff and there will be no material changes to the tax and other regulatory requirements governing us. While we consider these assumptions as reasonable, based on information currently available to us, these assumptions may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled "Part II - Item 1A - Risk Factors.”

We caution you not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this report.  We are not obligated to update these statements or publicly release the results of any revisions to them to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events unless required by applicable securities laws. You should refer to, and carefully review, the information in the future documents we file with the United States Securities and Exchange Commission (the “SEC”).

General

You should read this discussion and analysis in conjunction with our interim unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the fiscal year ended October 31, 2018, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation.”  On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to Venza Gold Corp. The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011.  On January 6, 2014, we changed our name to CoreComm Solutions Inc., and on February 11, 2015, we changed our name to VGrab Communications Inc. to reflect our current business.

On February 10, 2015, we completed an acquisition of the VGrab software application (the “VGrab Application”) pursuant to the terms of a software purchase agreement dated January 8, 2015 (the “Software Purchase Agreement”) between us and Hampshire Capital Limited (“Hampshire”). The VGrab Application is a free mobile voucher application developed for smartphones using the Android and Apple iOS operating systems and allows users to redeem vouchers on their smartphones at a number of retailers and merchants.

On June 24, 2015, we formed a subsidiary, VGrab International Ltd., (“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The initial focus of VGrab International was to continue development of the VGrab Application and continue its market penetration in Southeast Asia. As of the date of this Quarterly Report on Form 10-Q, VGrab International is used as a holding company as all the business operations were moved to VGrab Communications Malaysia Sdn Bhd (“VGrab Malaysia”), which we incorporated on May 17, 2018, under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. On February 18, 2019, we formed a subsidiary, VGrab Asia Limited (“VGrab Asia”), under the Companies Ordinance, Chapter 622 of the Laws of Hong Kong. As of the date of this Quarterly Report on Form 10-Q, Vgrab Asia remained inactive.

1

Business of VGrab Communications

Our original business model was based on the development of mobile applications for the merchant and consumer use, which were based on original VGrab Application we acquired from Hampshire Capital Limited. As our business developed, our corporate strategy continued to evolve to incorporate additional new technologies and trends, thus allowing VGrab to strive to become a global advertising and e-commerce conglomerate trough expanding our products portfolio, investing into new and emerging technologies and creating strategic partnerships in a niche market.

Our goal is to provide integrated solutions and to create unique value for both brand owners and consumers, which we plan to achieve by focusing on developing our current and new networks and strategic partnerships. We are planning to achieve our vision through development and implementation of Vgrab Smart Systems (“SMART Systems”), which will integrate leading-edge information technologies with existing or new products and processes across multiple operating platforms, thus reducing substantial costs for our clients.

Our initial plan is to introduce two new main lines of services, SMART Systems and Product Development, with the primary focus on social media delivery platforms, advertising & promotions platforms, membership’s facilities, real-time stock inventory, data collections, ERP and financial data through cloud storage and management.

SMART Systems are software entities that carry out a set of operations on behalf of a user or another program with some degree of independence or autonomy, and in so doing, employ some knowledge or representation of the user’s goals or desires and the environment within which they act in order to achieve those goals. SMART Systems incorporate functions of sensing, actuation, and control in order to describe and analyze a situation and make decisions based on the available data in a predictive or adaptive manner, thereby performing smart actions. In most cases, the “smartness” of the system can be attributed to autonomous operation based on closed-loop control, energy efficiency, and networking capabilities.

VGrab SMART Systems will initially consist of the following modules:

·VGrab Cloud Management System  

·VGrab Database Management System  

·VGrab Membership System  

·VGrab Enterprise Resources Planning  

·VGrab Cloud Point of Sales System  

·VGrab Online Transactions Management System  

·VGrab Ad Rotational Management System  

·Online Directories & Apps Software (Software Updates) 

Recent Corporate Developments

The following corporate developments occurred during the quarter ended July 31, 2019, and up to the date of the filing of this report:

Memorandum of Understanding to Acquire the Duesey Coffee and Chocolates Outlets

On July 2, 2019, we entered into a memorandum of understanding (“MOU”) with Hampshire Motor Group (China) Limited (“HMG”), a related party, to acquire the Duesey Coffee and Chocolates outlets in China and Malaysia (“Duesey Coffee”). Duesey Coffee is a spinoff brand of Duesenberg. Pursuant to the MOU, we have six months from the signing of the MOU to conduct our due-diligence of Duesey Coffee and to negotiate the terms of the acquisition, which will retain profit sharing arrangements as specified under the Cooperation Agreement No:VIL/CA/HMGC/V180625/1 between the Company and HMG dated for reference June 25, 2018.

Debt Restructuring

On July 31, 2019, we reached an agreement with one of our service providers to defer a portion of the amount payable to the service provider until December 31, 2020, as such our current liabilities were reduced by $63,362 (CAD$83,309) and were moved to long-term liabilities at 6% annual interest.

2

In addition, we have entered into negotiations with several other debt holders, including our CEO and CFO, to convert the amounts owed to them for prior services into shares of our common stock. As of the date of this Quarterly Report on Form 10-Q, we are continuing these negotiations and expect to reach definitive agreements before the end of our Fiscal 2019.

Summary of Financial Condition

	July 31, 2019		October 31, 2018
Working capital deficit	$	(1,196,743)	$	(894,941)
Current assets	$	26,199	$	23,745
Total current liabilities	$	1,222,942	$	918,686
Long-term liabilities	$	63,362	$	-
Common stock and additional paid in capital	$	5,481,470	$	5,481,470
Deficit	$	(6,781,971)	$	(6,422,908)
Accumulated other comprehensive income	$	46,219	$	50,428

Results of Operation

Our operating results for the three and nine months ended July 31, 2019 and 2018, and the changes in the operating results between those periods are summarized in the table below.

Three and Nine Months Summary

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	2019	2018	Change	2019	2018	Change
Operating expenses	$(119,696)	$(175,053)	(32)%	$(351,996)	$ (399,125)	(12)%
Foreign exchange	81	(8,517)	101%	81	3,399	(98)%
Interest expense	(2,905)	(800)	263%	(7,148)	(1,847)	287%
Net loss	(122,520)	(184,370)	(34)%	(359,063)	(397,573)	(10)%
Translation to reporting currency	1,786	(15,046)	(112)%	(4,209)	255	(1,751)%
Comprehensive loss	$(120,734)	$(199,416)	(39)%	$(363,272)	$ (397,318)	(9)%

Revenue

During the three and nine months ended July 31, 2019 and 2018, we did not have any revenue generating operations; as such we can provide no assurances that we will be able to generate enough cash flow from our operations to support our ongoing operations.

Operating Expenses

Our operating expenses for the three and nine months ended July 31, 2019 and 2018, consisted of the following:

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	2019	2018	Change	2019	2018	Change
Operating expenses:
Accounting	$   3,386	$     4,240	(20)%	$     7,242	$   9,924	(27)%
Amortization	1,178	-	n/a	3,737	-	n/a
General and administrative expenses	13,129	12,200	8%	38,650	36,201	7%
Management fees	-	62,294	(100)%	-	62,294	(100)%
Professional fees	2,678	751	257%	8,064	4,736	70%
Regulatory and filing	4,166	5,568	(25)%	16,396	15,970	3%
Salaries and wages	89,957	-	n/a	257,315	-	n/a
Software development costs	-	90,000	(100)%	230	270,000	(100)%
Travel and entertainment	5,202	-	n/a	20,362	-	n/a
Total	$ 119,696	$ 175,053	(32)%	$ 351,996	$ 399,125	(12)%

3

During the three-month period ended July 31, 2019, our operating expenses decreased by $55,357 or 32% from $175,053, for the three months ended July 31, 2018, to $119,695 for the three months ended July 31, 2019. The most significant change in our operating expenses was associated with software development costs which amounted to $90,000 during the period ended July 31, 2018, as opposed to $Nil for the period ended July 31, 2019. The change resulted from bringing our software development efforts in-house, as opposed to outsourcing the development to a third-party. The second largest change was associated with absence of management fees during the three-month period ended July 31, 2019, as opposed to $62,294 we recognized at July 31, 2018, which were associated with us issuing 500,000 shares of common stock to our former director as part of the resignation package the Company negotiated. In addition we spent less on our regulatory and accounting fees, which decreased by $1,402 and $854, respectively.

The above changes were in part offset by the increase in salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which totaled $89,957 and were mainly associated with salaries and reimbursable expenses we accrued to our CEO and CFO. The second largest expense was associated with $13,129 in general and administrative expenses, which increased by $929 as compared to the period ended July 31, 2018, when our general and administrative expenses amounted to $12,200. In addition, during the three-month period ended  July 31, 2019, we recorded $5,202 in travel and entertainment expenses, expenses that did not exist in our fiscal 2018 and which were associated with increased operating activity in VGrab Malaysia, and $1,178 in amortization on equipment that we purchased for Vgrab Malaysia’s operations.

On a year-to-date basis, our operating expenses decreased by $47,129 or 12% from $399,125, for the nine months ended July 31, 2018, to $351,996 for the nine months ended July 31, 2019. The most significant change in our operating expenses was associated with software development costs which amounted to $270,000 during the period ended July 31, 2018, as opposed to $230 for the period ended July 31, 2019. The change resulted from bringing our software development efforts in-house, as opposed to outsourcing the development to a third-party. The second largest change was associated with absence of management fees during the nine-month period ended July 31, 2019, as opposed to $62,294 we recognized at July 31, 2018, which were associated with us issuing 500,000 shares of common stock to our former director as part of the resignation package the Company negotiated. In addition we spent less on our accounting fees, which decreased by $2,682 to $7,242 we incurred during the nine months ended July 31, 2019.

The above changes were offset by the increase in salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which totaled $257,315 and were mainly associated with salaries and reimbursable expenses we accrued to our CEO and CFO. The second largest expense was associated with $38,650 in general and administrative expenses, which increased by $2,449 as compared to the nine-month period ended July 31, 2018, when our general and administrative expenses amounted to $36,201. In addition, during the nine-month period ended July 31, 2019, we recorded $20,362 in travel and entertainment expenses, expenses that did not exist in our fiscal 2018 and which were associated with increased operating activity in VGrab Malaysia, $16,396 in regulatory and filing fees (2018 - $15,970), $8,064 in legal fees (2018 - $4,736), and $3,737 in amortization on equipment that we purchased for Vgrab Malaysia’s operations.

Other Items

During the three-month period ended July 31, 2019, we recorded $2,905 (2018 - $800) in interest associated with our liabilities under the notes payable we issued to our major shareholder. During the nine-month period ended July 31, 2019, our interest expense amounted to $7,148 (2018 - $1,847).

During the three and nine months ended July 31, 2018, we recorded $8,517 in realized foreign exchange loss and $3,399 in realized foreign exchange gain associated with the fluctuation in the foreign exchange between the US, Canadian, and Malaysian currencies. During the three and nine months ended July 31, 2019 we recognized $81 in foreign exchange gain associated with the fluctuation in the foreign exchange between the US, Canadian, and Malaysian currencies.

4

Translation to Reporting Currency

Changes in translation to reporting currency result from differences between our functional currency, being the Canadian dollar for the parent Company, Hong Kong Dollar for VGrab Asia, and Malaysian Ringgit for VGrab Malaysia, and our reporting currency, being the United States dollar. These differences are caused by fluctuation in the foreign exchange between the three currencies as well as different accounting treatments between various financial instruments.

Liquidity and Capital Resources

GOING CONCERN

The unaudited interim consolidated financial statements included in this Quarterly Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based on our current plans, we expect to incur operating losses in future periods. At July 31, 2019, we had a working capital deficit of $1,196,743 and accumulated losses of $6,781,971 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. These unaudited interim consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Working Capital

	At July 31, 2019		At October 31, 2018
Current assets	$	26,199	$	23,745
Current liabilities		(1,222,942)		(918,686)
Working capital deficit	$	(1,196,743)	$	(894,941)

During the nine-month period ended July 31, 2019, our working capital deficit increased by $301,802, from $894,941 as at October 31, 2018, to $1,196,743 as at July 31, 2019. The increase in the working capital deficit was primarily related to a $369,586 increase in amounts payable to our related parties, mainly on account of accrued salaries to our CEO and CFO, and advances we received from our major shareholder to support our ongoing operations. The decrease in our cash balance from $17,964 we held in our banks at October 31, 2018, to $15,937 we held in our banks at July 31, 2019, also negatively affected our working capital. During the three-month period ended July 31, 2019, we reached an agreement with one of our service providers to defer a portion of the amount payable to the service provider until December 31, 2020. As a result of this agreement our current liabilities were reduced by $63,362 (CAD$83,309). The long-term debt that resulted from this transaction accumulates interest at 6% per annum compounded monthly, and will become payable on or after December 31, 2020.

Cash Flows

	Nine Months Ended July 31,
	2019		2018
Net cash used in operating activities	$	(164,266)	$	(63,675)
Net cash used in investing activities		(5,515)		-
Net cash provided by financing activities		167,661		49,205
Effect of exchange rate changes on cash		93		(11)
Net decrease in cash	$	(2,027)	$	(14,481)

5

Net cash used in operating activities

During the nine-month period ended July 31, 2019, we used $164,266 to support our operating activities. This cash was used to cover our cash operating expenses of $352,571, to increase our GST recoverable by $405, to pay $4,073 towards future expenses, and to decrease our accounts payable and accrued liabilities by $1,941. These uses of cash were offset by $31,685 increase in amounts due to related parties for reimbursable expenses, and by $163,039 increase to accrued salaries payable to our CEO and CFO.

During the nine-month period ended July 31, 2018, we used $63,675 to support our operating activities. This cash was used to cover our cash operating expenses of $336,877, to increase our GST recoverable by $351 and to pay $3,964 towards future expenses. These uses of cash were offset by increase in our accounts payable and accrued liabilities of $277,517.

Non-cash operating activities

During the nine-month period ended July 31, 2019, we recorded $7,148 in interest associated with our liabilities under the notes payable we issued to our major shareholder and $3,737 in amortization of our office equipment. In addition, $4,393 was associated with foreign exchange fluctuation between the US, Canadian, Hong Kong and Malaysian currencies.

During the nine-month period ended July 31, 2018, we recorded $1,151 in foreign exchange fluctuation between the US and Canadian currencies and $1,847 in interest associated with our liabilities under the notes payable we issued to our major shareholder. In addition, we recorded $60,000 as a one-time management fee associated with the fair value of 500,000 shares we issued to our former director on resignation.

Net cash used in investing activities

During the nine-month period ended July 31, 2019, we used $5,515 to acquire computers and other equipment for our operations in Malaysia. We did not have any investing activities during the nine months ended July 31, 2018.

Net cash provided by financing activities

During the nine-month period ended July 31, 2019, we received $167,661 under loan agreements with Hampshire Avenue SDN BHD, a parent company of Hampshire Group. The loans bear interest at 4% per annum, are unsecured and payable on demand.

During the nine-month period ended July 31, 2018, we received $49,205 under loan agreements with Hampshire Avenue SDN BHD, a parent company of Hampshire Group. The loans bear interest at 4% per annum, are unsecured and payable on demand.

Capital Resources

Our ability to continue the development and marketing of the VGrab Applications and SMART Systems is subject to our ability to obtain the necessary funding. We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital.  If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease our operations.

As of July 31, 2019, we had $15,937 in cash on hand and a working capital deficit of $1,196,743, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Vgrab Applications, SMART Systems, and the related services. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

6

Critical Accounting Policies

The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and 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. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company," affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), or upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2018. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

The Company’s interim consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, the Company eliminates all intercompany balances and transactions.

Internal-Use Software

The Company incurs costs related to the development of its VGrab Applications, SMART Systems, and VGrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where the economic benefit of the software can be readily determined, are capitalized and included as part of Intangible assets on the balance sheets. Additional improvements to the website and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

Foreign Currency Translation and Transaction

The Parent Company’s functional currency is the Canadian dollar, VGrab Asia's functional currency is Hong Kong dollar, and VGrab Malaysia’s functional currency is Malaysian ringgit, the Company’s reporting currency is the United States dollar. VGrab International’s functional and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on translation to the reporting currency are included in the other comprehensive income.

Foreign exchange gains and losses on the settlement of foreign currency transactions are included in foreign exchange expense. Except for translations of intercompany balances, all translations of monetary balances to the functional currency at the year-end exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the year-end exchange rate are included in accumulated other comprehensive income or loss.

7

Fair Value of Financial Instruments

Our financial instruments include cash, accounts payable and accruals as well as amounts due to related parties. We believe the fair value of these financial instruments approximates their carrying values due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable.

At July 31, 2019, we had $1,292 in cash on deposit with a large chartered Canadian bank, $7,004 in cash on deposits with a bank in Malaysia, and $7,641 in cash on deposits with a bank in Hong Kong. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions.  We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to our current size and lack of segregation of duties, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on January 29, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following table sets out the exhibits either filed herewith or incorporated by reference.

Exhibit	Description
3.1	Notice of Articles.(6)
3.2	Articles.(1)
3.3	Certificate of Continuation.(2)
3.4	Certificate of Change of Name dated January 6, 2014.(6)
3.5	Certificate of Change of Name dated February 11, 2015.(8)
10.2	Property Purchase Agreement dated April 11, 2012, between the Company and Gerald Diakow.(1)
10.4	Software Purchase Agreement between the Company and Hampshire Capital Limited. dated January 8, 2015.(7)
10.5	Service Agreement between Vgrab International Ltd. and Hampshire Infotech SDN BHD dated July 12, 2015.(9)
10.6	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated January 19, 2016.(9)
10.7	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated February 4, 2016.(9)
10.8	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated February 5, 2016.(10)
10.9	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated April 12, 2016.(10)
10.10	Release Agreement between Nelson Da Silva and Vgrab Communications Inc. dated July 19, 2016.(11)
10.11	Debt Settlement Agreement between Hampshire Infotech SDN. and Vgrab Communications Inc. dated July 11, 2016.(12)
10.12	Debt Settlement Agreement between Lim Chin Yang and Vgrab Communications Inc. dated July 11, 2016.(12)

9

Exhibit	Description
10.13	Loan Agreement between BSmart Technology Limited and Vgrab Communications Inc. dated July 12, 2016.(13)
10.14	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated July 25, 2017.(14)
10.15	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated August 8, 2017.(14)
10.16	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated September 15, 2017.(14)
10.17	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated October 6, 2017.(14)
10.18	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated December 13, 2017.(14)
10.19	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated January 23, 2018.(15)
10.20	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated February 6, 2018.(15)
10.21	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated April 24, 2018.(16)
10.22	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated June 12, 2018.(16)
10.23	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated July 12, 2018.(20)
10.24	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated August 9, 2018.(20)
10.25	Release Agreement between Jacek Skurtys and VGrab Communications Inc. dated May 31, 2018.(17)
10.26	Cooperation Agreement between Vgrab International Ltd and Hampshire Motor Group (China) Ltd. dated June 25, 2018.(18)
10.27	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD dated July 20, 2018. (19)
10.28	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD dated September 10, 2018. (19)
10.29	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD dated September 17, 2018. (19)
10.30	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD date October 5, 2018. (19)
10.31	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD date October 8, 2018. (19)
10.32	Loan Agreement between VGrab Communications Malaysia Sdn Bhd. and Hampshire Avenue SDN BHD date October 15, 2018. (19)
16.1	Code of Ethics.(3)
31.1	Certification of CEO pursuant to Rule 13a-14(a) and 15d-14(a).
31.2	Certification of CFO pursuant to Rule 13a-14(a) and 15d-14(a).
32.1	Certification of CEO pursuant to Section 1350 of Title 18 of the United States Code.
32.2	Certification of CFO pursuant to Section 1350 of Title 18 of the United States Code.
99.1	Audit Committee Charter(3)
101	The following unaudited interim consolidated financial statements from the registrant’s Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2019, formatted in XBRL: (i) Consolidated Balance Sheets at July 31, 2019 (unaudited), and October 31, 2018; (ii) Unaudited Condensed Interim Consolidated Statements of Operations for the Three and Nine Months ended July 31, 2019 and 2018; (iii) Unaudited Condensed Interim Consolidated Statement of Stockholders’ Deficit for the Nine-Month Period Ended July 31, 2019; (iv) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Nine Months ended July 31, 2019 and 2018; and (v) Notes to the Interim Consolidated Financial Statements.

10

Notes:

(1)Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on June 12, 2012. 

(2)Filed with the SEC as an exhibit to our Registration Statement on Form S-1/A2 filed on August 23, 2012. 

(3)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 28, 2013. 

(4)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on March 8, 2013. 

(5)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 4, 2013. 

(6)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2014. 

(7)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 14, 2015. 

(8)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 17, 2015. 

(9)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 9, 2016. 

(10)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September 14, 2016. 

(11)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 15, 2016. 

(12)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 22, 2016. 

(13)Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September14, 2016. 

(14)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 13, 2018. 

(15)Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on March 16, 2018. 

(16)Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on June 15, 2018. 

(17)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 22, 2018. 

(18)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 2, 2018. 

(19)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 29, 2019. 

(20)Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on September 14, 2018. 

11

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  September 16, 2019

VGRAB COMMUNICATIONS INC.
By:	/s/ Lim Hun Beng
	Lim Hun Beng Chief Executive Officer and President (Principal Executive Officer)
By:	/s/ Liong Fook Weng
	Liong Fook Weng Chief Financial Officer (Principal Accounting Officer)

12

EX-31.1

Certification pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Lim Hun Beng, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Vgrab Communications 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.

September 16, 2019

/s/ Lim Hun Beng

Lim Hun Beng

Chief Executive Officer

(Principal Executive Officer),

President

EX-31.2

Certification pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Liong Fook Weng, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Vgrab Communications 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.

September 16, 2019

/s/ Liong Fook Weng

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) I, Lim Hun Beng, Chief Executive Officer of Vgrab Communications Inc. (the “Company”) certify that:

(a)

The Quarterly Report on Form 10-Q for the period ended July 31, 2019, of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;  and

(b)

Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 16, 2019

/s/ Lim Hun Beng

Lim Hun Beng

Chief Executive Officer

(Principal Executive Officer)

President

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) I, Liong Fook Weng, Chief Financial Officer of Vgrab Communications Inc. (the “Company”) certify that:

(a)

The Quarterly Report on Form 10-Q for the period ended July 31, 2019, of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;  and

(b)

Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 16, 2019

/s/ Liong Fook Weng

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

XML

Organization and Basis of Presentation

9 Months Ended

Jul. 31, 2019

Notes

Organization and Basis of Presentation

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”) to acquire the Vgrab Software Application (“Vgrab Application”). Vgrab Application is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants.

As of the date of these consolidated interim financial statements, the Company has the following subsidiaries:

Name	Incorporation	Incorporation Date
Vgrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Vgrab Communications Malaysia Sdn Bhd	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia.	May 17, 2018
VGrab Asia Limited	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019

Basis of Presentation

The unaudited interim consolidated financial statements of the Company are presented in United States dollars and 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 consolidated financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on 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 and nine months ended July 31, 2019, are not necessarily indicative of the results that may be expected for the year ending October 31, 2019.

Going Concern

The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

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CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Jul. 31, 2019	Oct. 31, 2018
Details
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares, Issued	35,513,838	35,513,838

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Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Details) - USD ($)	Jul. 31, 2019	Oct. 31, 2018
Due to related parties	$ 724,463	$ 354,877
Due to a major shareholder for payments made on behalf of the Company
Due to related parties	1,310	1,301
Notes payable to a major shareholder
Due to related parties	327,119	148,289
Due to CEO and Director
Due to related parties	234,657	121,156
Due to CFO and Director
Due to related parties	$ 161,377	$ 84,131

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Summary of Significant Accounting Policies: Principles of Consolidation Policy (Policies)

9 Months Ended

Jul. 31, 2019

Policies

Principles of Consolidation Policy

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated.

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Common Stock Disclosure

9 Months Ended

Jul. 31, 2019

Notes

Common Stock Disclosure

NOTE 6 - COMMON STOCK

During the nine-month period ended July 31, 2019, the Company did not have any transactions that would have resulted in issuance of its common stock. In addition, the Company did not have any warrants or options issued and exercisable during this period.

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Organization and Basis of Presentation: Scedule of Subsidiaries Owned (Tables)

9 Months Ended

Jul. 31, 2019

Tables/Schedules

Scedule of Subsidiaries Owned

Name	Incorporation	Incorporation Date
Vgrab International Ltd.	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia	June 24, 2015
Vgrab Communications Malaysia Sdn Bhd	Labuan Companies Act 1990, Federal Territory of Labuan, Malaysia.	May 17, 2018
VGrab Asia Limited	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019

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Organization and Basis of Presentation: Basis of Presentation (Policies)

9 Months Ended

Jul. 31, 2019

Policies

Basis of Presentation

Basis of Presentation

The unaudited interim consolidated financial statements of the Company are presented in United States dollars and 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 consolidated financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements for the year ended October 31, 2018, included in the Company’s Annual Report on 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 and nine months ended July 31, 2019, are not necessarily indicative of the results that may be expected for the year ending October 31, 2019.

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CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Cash flow used in in operating activities
Net loss	$ (359,063)	$ (397,573)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest:	7,148	1,847
Amortization	3,737	0
Management fees, non-cash	0	60,000
Foreign exchange	(4,393)	(1,151)
Changes in operating assets and liabilities
GST recoverable:	(405)	(351)
Prepaids:	(4,073)	(3,964)
Accounts payable and accrued liabilities:	(1,941)	277,517
Due to related parties:	31,685	0
Accrued salaries due to related parties	163,039	0
Net cash used in operating activities	(164,266)	(63,675)
Cash flows used in investing activities
Purchase of equipment	(5,515)	0
Net cash used in investing activities	(5,515)	0
Cash flows provided by financing activities
Loans payable to related party	167,661	49,205
Net cash provided by financing activities	167,661	49,205
Effect of exchange rate changes on cash	93	(11)
Net decrease in cash	(2,027)	(14,481)
Cash, beginning	17,964	15,887
Cash, ending	$ 15,937	$ 1,406

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CONSOLIDATED BALANCE SHEETS - USD ($)	Jul. 31, 2019	Oct. 31, 2018
Current assets
Cash	$ 15,937	$ 17,964
GST recoverable	1,386	982
Prepaids	8,876	4,799
Total current assets	26,199	23,745
Equipment	5,823	3,931
Total assets	32,022	27,676
Current liabilities
Accounts payable	396,055	454,254
Accrued liabilities	2,424	9,555
Due to related parties	724,463	354,877
Loan payable	100,000	100,000
Total current liabilities	1,222,942	918,686
Long-term debt	63,362	0
Total liabilities	1,286,304	918,686
Stockholders' deficit
Common stock, no par value, unlimited number authorized, 35,513,838 issued and outstanding at July 31, 2019 and October 31, 2018	5,358,377	5,358,377
Additional paid-in capital	123,093	123,093
Accumulated other comprehensive income	46,219	50,428
Deficit	(6,781,971)	(6,422,908)
Total stockholders' deficit	(1,254,282)	(891,010)
Total liabilities and stockholders' deficit	$ 32,022	$ 27,676

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Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Interest expense	$ 2,905	$ 800	$ 7,148	$ 1,847
Notes payable to a major shareholder
Interest expense			7,148	1,847
Hampshire Avenue
Proceeds from Notes payable			219,426	$ 49,205
Repayment of loans			48,743
Due to CEO and Director
Wages and Salary, for officers			90,577
Reimbursable expense incurred			21,773
Due to CFO and Director
Wages and Salary, for officers			72,462
Reimbursable expense incurred			$ 3,977

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Long-Term Debt Disclosure: Deferment of Payments Owed to the Vendor (Tables)

9 Months Ended

Jul. 31, 2019

Tables/Schedules

Deferment of Payments Owed to the Vendor

	July 31, 2019
Amount deferred	$	CAD$83,309 US$63,362
Date of repayment		December 31, 2020
Annual interest rate compounded monthly		6%

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Summary of Significant Accounting Policies: Reclassifications Policy (Policies)

9 Months Ended

Jul. 31, 2019

Policies

Reclassifications Policy

Reclassifications

Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

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Long-Term Debt Disclosure

9 Months Ended

Jul. 31, 2019

Notes

Long-Term Debt Disclosure

NOTE 5 - LONG-TERM DEBT

On July 31, 2019, one of the vendors of the Company agreed to defer repayment of the amounts owed to the vendor on the following terms: 

	July 31, 2019
Amount deferred	$	CAD$83,309 US$63,362
Date of repayment		December 31, 2020
Annual interest rate compounded monthly		6%

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Long-Term Debt Disclosure: Deferment of Payments Owed to the Vendor (Details) - USD ($)	Jul. 31, 2019	Oct. 31, 2018
Details
Amount deferred	$ 63,362	$ 0
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	6.00%

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Operating expenses
Accounting	$ 3,386	$ 4,240	$ 7,242	$ 9,924
Amortization	1,178	0	3,737	0
General and administrative expenses	13,129	12,200	38,650	36,201
Management fees	0	62,294	0	62,294
Professional fees	2,678	751	8,064	4,736
Regulatory and filing	4,166	5,568	16,396	15,970
Salaries and wages	89,957	0	257,315	0
Software development costs	0	90,000	230	270,000
Travel and entertainment	5,202	0	20,362	0
Total operating expenses	(119,696)	(175,053)	(351,996)	(399,125)
Other items
Gain (loss) on foreign exchange	81	(8,517)	81	3,399
Interest expense	(2,905)	(800)	(7,148)	(1,847)
Net loss	(122,520)	(184,370)	(359,063)	(397,573)
Translation to reporting currency	1,786	(15,046)	(4,209)	255
Comprehensive loss	$ (120,734)	$ (199,416)	$ (363,272)	$ (397,318)
Loss per share - basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding:	35,513,838	35,013,838	35,513,838	35,013,838

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Summary of Significant Accounting Policies

9 Months Ended

Jul. 31, 2019

Notes

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, all intercompany balances and transactions are eliminated.

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Equipment Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018	Oct. 31, 2018
Equipment	$ 5,823		$ 5,823		$ 3,931
Amortization	1,178	$ 0	3,737	$ 0
Computers, software, and office equipment for operations
Equipment	$ 9,601		9,601
Amortization			$ 3,737

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Related Party Transactions Disclosure

9 Months Ended

Jul. 31, 2019

Notes

Related Party Transactions Disclosure

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2019		October 31, 2018
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,310	$	1,301
Notes payable to a major shareholder (b)		327,119		148,289
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		234,657		121,156
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		161,377		84,131
Total due to related parties	$	724,463	$	354,877

(a) Amounts are unsecured, due on demand and bear no interest.

(b) Amounts are unsecured, due on demand and bear interest at 4%.

During the nine-month period ended July 31, 2019, the Company recorded $7,148 (2018 - $1,847) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-month period ended July 31, 2019, the Company received $219,426 (2018 - $49,205) in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period the Company repaid $48,743 (2018 - $Nil) in loans advanced from Hampshire Avenue.

During the nine-month period ended July 31, 2019, the Company incurred $90,577 (2018 - $Nil) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President and director. In addition, the Company incurred $21,773 (2018 - $Nil) in reimbursable expenses with Mr. Lim.

During the nine-month period ended July 31, 2019, the Company incurred $72,462 (2018 - $Nil) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $3,977 (2018 - $Nil) in reimbursable expenses with Mr. Liong.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Obligation to Issue Shares	Additional Paid-in Capital	AOCI Attributable to Parent	Retained Earnings	Total
Equity Balance at Oct. 31, 2017	$ 5,298,377	$ 0	$ 123,093	$ 51,283	$ (5,865,739)	$ (392,986)
Equity Balance, Shares at Oct. 31, 2017	35,013,838
Management fees paid by shares, value	$ 0	60,000	0	0	0	60,000
Translation to reporting currency	0	0	0	255	0	255
Net loss	$ 0	0	0	0	(397,573)	(397,573)
Equity Balance, Shares at Jul. 31, 2018	35,013,838
Equity Balance at Jul. 31, 2018	$ 5,298,377	60,000	123,093	51,538	(6,263,312)	(730,304)
Management fees paid by shares, value	60,000	(60,000)	0	0	0	0
Translation to reporting currency	$ 0	0	0	(1,110)	0	(1,110)
Management fees paid by shares, shares	500,000
Net loss	$ 0	0	0	0	(159,596)	(159,596)
Equity Balance, Shares at Oct. 31, 2018	35,513,838
Equity Balance at Oct. 31, 2018	$ 5,358,377	0	123,093	50,428	(6,422,908)	(891,010)
Translation to reporting currency	0	0	0	(4,209)	0	(4,209)
Net loss	$ 0	0	0	0	(359,063)	(359,063)
Equity Balance, Shares at Jul. 31, 2019	35,513,838
Equity Balance at Jul. 31, 2019	$ 5,358,377	$ 0	$ 123,093	$ 46,219	$ (6,781,971)	$ (1,254,282)

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Document and Entity Information - shares	9 Months Ended
	Jul. 31, 2019	Sep. 16, 2019
Details
Registrant CIK	0001551887
Fiscal Year End	--10-31
Registrant Name	VGRAB COMMUNICATIONS INC.
SEC Form	10-Q
Period End date	Jul. 31, 2019
Tax Identification Number (TIN)	99-0364150
Number of common stock shares outstanding		35,513,838
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Entity File Number	000-54800
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	820-1130 West Pender Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6E 4A4
City Area Code	604
Local Phone Number	648-0510
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false

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Organization and Basis of Presentation: Going Concern (Policies)

9 Months Ended

Jul. 31, 2019

Policies

Going Concern

Going Concern

The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

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Equipment Disclosure

9 Months Ended

Jul. 31, 2019

Notes

Equipment Disclosure

NOTE 4 - EQUIPMENT

As at July 31, 2019, the equipment consisted of several computers and software required to operate the computers; and office equipment required for operations. The cost of equipment was $9,601. The Company recorded $3,737 (2018: $Nil) in amortization expense on its equipment for the nine months ended July 31, 2019.

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Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Tables)

9 Months Ended

Jul. 31, 2019

Tables/Schedules

Schedule of Amounts Due to Related Parties

	July 31, 2019		October 31, 2018
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,310	$	1,301
Notes payable to a major shareholder (b)		327,119		148,289
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		234,657		121,156
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		161,377		84,131
Total due to related parties	$	724,463	$	354,877

(a) Amounts are unsecured, due on demand and bear no interest.

(b) Amounts are unsecured, due on demand and bear interest at 4%.