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: April 30, 2018

[  ] 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 June 14, 2018, the number of shares of the registrant’s common stock outstanding was 35,013,838.

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
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.	6
ITEM 4. CONTROLS AND PROCEDURES.	7
PART II - OTHER INFORMATION	8
ITEM 1. LEGAL PROCEEDINGS.	8
ITEM 1A. RISK FACTORS.	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	8
ITEM 4. MINE SAFETY DISCLOSURES.	8
ITEM 5. OTHER INFORMATION.	8
ITEM 6. EXHIBITS.	8
SIGNATURES	10

ii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VGRAB COMMUNICATIONS INC.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

	April 30, 2018		October 31, 2017
	(Unaudited)
ASSETS
Current assets
Cash	$	10,288	$	15,887
GST recoverable		1,140		798
Prepaids		8,126		3,303
Total assets	$	19,554	$	19,988
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	460,618	$	265,251
Accrued liabilities		4,674		10,239
Due to related parties		72,405		37,484
Loan payable		100,000		100,000
Total liabilities		637,697		412,974
Stockholders' deficit
Common stock, no par value, unlimited number authorized,     35,013,838 issued and outstanding at     Aptil 30, 2018 and October 31, 2017		5,298,377		5,298,377
Additional paid-in capital		123,093		123,093
Accumulated other comprehensive income		39,329		51,283
Deficit		(6,078,942)		(5,865,739)
Total stockholders' deficit		(618,143)		(392,986)
Total liabilities and stockholders' deficit	$	19,554	$	19,988

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 April 30,				Six Months Ended April 30,
	2018		2017		2018		2017
Operating expenses
Accounting	$	2,204	$	2,253	$	5,684	$	5,166
General and administrative expenses		11,652		11,378		24,001		22,831
Professional fees		1,975		2,668		3,985		3,007
Regulatory and filing		6,016		5,443		10,402		10,867
Research and development		90,000		-		180,000		-
		(111,847)		(21,742)		(224,072)		(41,871)
Other items
Foreign exchange		32,075		8,249		11,916		2,626
Interest expense		(588)		-		(1,047)		-
Net loss		(80,360)		(13,493)		(213,203)		(39,245)
Translation to reporting currency		(27,255)		(5,971)		(11,954)		(2,001)
Comprehensive loss	$	(107,615)	$	(19,464)	$	(225,157)	$	(41,246)
Loss per share - basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
Weighted average number of shares outstanding:		35,013,838		35,013,838		35,013,838		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			Additional		Accumulated Other
		Shares	Amount		Paid-in Capital		Comprehensive Income		Deficit		Total
Balance at October 31, 2016		35,013,838	$	5,298,377	$	123,093	$	38,326	$	(5,575,872)	$	(116,076)
	Translation to reporting currency	-		-		-		(2,001)		-		(2,001)
	Net loss	-		-		-		-		(39,245)		(39,245)
Balance at April 30, 2017		35,013,838		5,298,377		123,093		36,325		(5,615,117)		(157,322)
	Translation to reporting currency	-		-		-		14,958		-		14,958
	Net loss	-		-		-		-		(250,622)		(250,622)
Balance at October 31, 2017		35,013,838		5,298,377		123,093		51,283		(5,865,739)		(392,986)
	Translation to reporting currency	-		-		-		(11,954)		-		(11,954)
	Net loss	-		-		-		-		(213,203)		(213,203)
Balance at April 30, 2018		35,013,838	$	5,298,377	$	123,093	$	39,329	$	(6,078,942)	$	(618,143)

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)

	Six Months Ended April 30,
	2018		2017
Cash flow used in in operating activities
Net loss	$	(213,203)	$	(39,245)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest		1,047		-
Foreign exchange		(11,408)		-
Changes in operating assets and liabilities
GST recoverable		(337)		396
Prepaids		(4,787)		(4,770)
Accounts payable and accrued liabilities		189,352		12,132
Net cash used in operating activities		(39,336)		(31,487)
Cash flows provided by financing activities
Loans payable to related party		33,692		-
Net cash provided by financing activities		33,692		-
Effect of exchange rate changes on cash		45		(3,202)
Net decrease in cash		(5,599)		(34,689)
Cash, beginning		15,887		37,055
Cash, ending	$	10,288	$	2,366
Supplemental cash flow information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

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

APRIL 30, 2018

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, Vgrab Communications Inc. (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. On February 10, 2015, the Company completed the acquisition of Vgrab Application. As a result of the transaction, the Company changed its principal business focus from the acquisition and exploration of mineral resources to the software development and changed its name to Vgrab Communications Inc. on February 11, 2015.

On June 24, 2015, the Company formed a subsidiary, Vgrab International Ltd., (the “Subsidiary”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia.

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, 2017, 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, 2017, 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 six months ended April 30, 2018, are not necessarily indicative of the results that may be expected for the year ending October 31, 2018.

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 interim consolidated financial statements include the accounts of the Company and the Subsidiary. 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:

	April 30, 2018		October 31, 2017
Due to a major shareholder for payments made on behalf of the Company (a)	$	728	$	728
Notes payable to a major shareholder (b)		71,677		36,719
Due to a former director (c)		--		37
Total due to related parties	$	72,405	$	37,484

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

(b) Amount is unsecured, due on demand and bears interest at 4%.

(c) Amount due to former director has been included in accounts payable.

During the six months ended April 30, 2018, the Company received $33,692 in exchange for notes payable to a major shareholder.

During the six months ended April 30, 2018, the Company recorded $1,047 (April 30, 2017 - $Nil) in interest expense in connection with the notes payable to a major shareholder.

NOTE 4 - SUBSEQUENT EVENT

Subsequent to April 30, 2018, the Company received $7,690 (CAD$10,000) under a loan agreement with its major shareholder. The loan bears interest at 4% per annum compounded monthly, is unsecured, non-convertible and payable on demand.

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 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, 2017, 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 financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

Overview

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.

1

On June 24, 2015, we formed a subsidiary, Vgrab International Ltd., (the “Subsidiary”, or “Vgrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The main focus of the Subsidiary is to continue development of the Vgrab Applications and the Vmore Platform, and start their market penetration in Southeast Asia. On May 17, 2018, we incorporated an additional subsidiary, VGrab Communications Malaysia Sdn Bhd (“Vgrab Malaysia”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. Vgrab Malaysia will be initially used as a holding corporation.

Our business originally involved the development of mobile applications for merchant and consumer use.  We continue working on development of two different types of mobile applications, an application designed for consumers (the “Vgrab Application”) and an application designed for merchants (the “Vgrab Merchant Application”). In addition we are also working on development of an online platform to sell online goods (the “Vmore Platform”), and a new video service portal, Vmore Video, which will focus on filming and supplying HD and 360-degree short videos with an emphasis on sports and extreme sports.

During our fiscal 2018, we started exploring other business opportunities, and as a result added such additional services as online advertising through our promotions & events network. Across our networks and strategic partnerships, we are focused on providing integrated solutions and creating value for brand owners and consumers.

Summary of Financial Condition

	April 30, 2018		October 31, 2017
Working capital deficit	$	(618,143)	$	(392,986)
Current assets	$	19,554	$	19,988
Total liabilities	$	637,697	$	412,974
Common stock and additional paid in capital	$	5,421,470	$	5,421,470
Deficit	$	(6,078,942)	$	(5,865,739)
Accumulated other comprehensive income	$	39,329	$	51,283

Results of Operation

Our operating results for the three and six months ended April 30, 2018 and 2017 and the changes in the operating results between those periods are summarized in the table below.

Three and Six Months Summary

	Three Months Ended April 30,		Percentage	Six Months Ended April 30,		Percentage
	2018	2017	Decrease	2018	2017	Decrease
Operating expenses	$(111,847)	$(21,742)	414%	$(224,072)	$(41,871)	435%
Foreign exchange	32,075	8,249	289%	11,916	2,626	354%
Interest expense	(588)	-	n/a	(1,047)	-	n/a
Net loss	(80,360)	(13,493)	496%	(213,203)	(39, 245)	443%
Translation to reporting currency	(27,255)	(5,971)	356%	(11,954)	(2,001)	497%
Comprehensive loss	$(107,615)	$(19,464)	453%	$(225,157)	$(41,246)	446%

Revenue

During the three and six months ended April 30, 2018 and 2017 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.

2

Operating Expenses

Our operating expenses for the three and six months ended April 30, 2018 and 2017 consisted of the following:

	Three Months Ended April 30,		Percentage	Six Months Ended April 30,		Percentage
	2018	2017	Decrease	2018	2017	Decrease
Operating expenses:
Accounting	$   2,204	$   2,253	(2)%	$  5,684	$  5,166	10%
General and administrative expenses	11,652	11,378	2%	24,001	22,831	5%
Professional fees	1,975	2,668	(26)%	3,985	3,007	33%
Regulatory and filing	6,016	5,443	11%	10,402	10,867	(4)%
Research and development	90,000	-	n/a	180,000	-	n/a
Total	$ 111,847	$ 21,742	414%	$ 224,072	$ 41,871	435%

During the three-month period ended April 30, 2018, our operating expenses increased by $90,105 or 414% from $21,742, for the three months ended April 30, 2017, to $111,847 for the three months ended April 30, 2018. The most significant change in our operating expenses was associated with the increase in our research and development costs of $90,000 which was associated with continued development of our Vgrab and Vmore platforms. This increase was augmented by increased general and administrative expenses and regulatory fees. The above expenses were in part offset by decreases in professional fees of $693, or 26% from $2,668 for the three months ended April 30, 2017, to $1,975 for the three months ended April 30, 2018; as well as the accounting fees, which decreased by $49, or 2%.

During the six-month period ended April 30, 2018, our operating expenses increased by $182,201 or 435% from $41,871, for the six months ended April 30, 2017, to $224,072 for the six months ended April 30, 2018. The most significant change in our operating expenses was associated with the increase in our research and development costs of $180,000 which was associated with continued development of our Vgrab and Vmore platforms. This increase was augmented by a $518, or 10% increase in accounting fees from $5,166, for the six months ended April 30, 2017, to $5,684 for the six months ended April 30, 2018; as well as increase in general and administrative expenses, which increased by $1,170, or 5%, and by increase in professional fees, which increased by $978, or 33%. These increases were reduced by a 4% decrease in our regulatory fees, from $10,867 we incurred during the six months ended April 30, 2017, to $10,402 we incurred during the six-month period ended April 30, 2018.

Other Items

During the three-month period ended April 30, 2018, we recorded $32,075 (2017 - $8,249) in foreign exchange gains associated with the fluctuation in foreign exchange rates between the US and Canadian currencies. During the same period we recorded $588 (2017 - $nil) in interest associated with our liabilities under the notes payable we issued to our major shareholder.

During the six-month period ended April 30, 2018, we recorded $11,916 (2017 - $2,626) in foreign exchange gains associated with the fluctuation in foreign exchange rates between the US and Canadian currencies. During the same period we recorded $1,047 (2017 - $nil) in interest associated with our liabilities under the notes payable we issued to our major shareholder.

Translation to Reporting Currency

Changes in translation to reporting currency result from a difference between our functional currency, being the Canadian dollar, and reporting currency, being the United States dollar, and are caused by fluctuation in foreign exchange between the two currencies as well as different accounting treatments between various financial instruments.

3

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 upon our current plans, we expect to incur operating losses in future periods. At April 30, 2018, we had a working capital deficit of $618,143 and accumulated losses of $6,078,942 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 April 30, 2018		At October 31, 2017
Current assets	$	19,554	$	19,988
Current liabilities		(637,697)		(412,974)
Working capital deficit	$	(618,143)	$	(392,986)

During the six-month period ended April 30, 2018, our working capital deficit increased by $225,157, from $392,986 at October 31, 2017, to $618,143 at April 30, 2018. The increase in working capital deficit was primarily related to a $195,367 increase to our accounts payable, which resulted from the lack of cash to pay our vendors’; and a $34,921 increase in amounts due to related parties, which increased as a result of advances we received from our major shareholder to partially pay down our largest debtors. Our cash balance decreased by $5,599, negatively affecting our working capital.

Cash Flows

	Six Months Ended April 30,
	2018		2017
Net cash used in operating activities	$	(39,336)	$	(31,487)
Net cash provided by financing activities		33,692		-
Effect of exchange rate changes on cash		45		(3,202)
Net decrease in cash	$	(5,599)	$	(34,689)

Net cash used in operating activities

During the six-month period ended April 30, 2018, we used $39,336 to support our operating activities. This cash was used to cover our cash operating expenses of $223,564, to increase our GST recoverable by $337 and to pay $4,787 towards future expenses. These uses of cash were offset by increase in our accounts payable and accrued liabilities of $189,352.

During the six-month period ended April 30, 2017, we used $31,487 to support our operating activities. This cash was used to cover our cash operating expenses of $39,245 and to increase our prepaid expenses by $4,770. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $12,132 and by decrease to our GST recoverable of $396.

4

Non-cash operating activities

During the six-month period ended April 30, 2018, we recorded $11,408 in foreign exchange fluctuation between the US and Canadian currencies and $1,047 in interest associated with our liabilities under the notes payable we issued to our major shareholder.

We did not have any non-cash operating activities during the six-month period ended April 30, 2017.

Net cash provided by financing activities

During the six-month period ended April 30, 2018, we received $33,692 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.

We did not have any financing activities during the six-month period ended April 30, 2017.

Capital Resources

Our ability to continue our operations and the development and marketing of the Vgrab Applications, Vmore Platform, Vmore Video and any additional new product offerings 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 April 30, 2018, we had $10,288 in cash on hand and working capital deficit of $618,143, 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 and 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.

Critical Accounting Policies

The preparation of financial statements in conformity with 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.

5

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2017. 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 the Subsidiary. 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, Vmore Platform as well as its 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 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 web site 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 Company’s functional currency is the Canadian dollar 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.

The Subsidiary’s functional and reporting currency is the United States dollar.

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.  

Fair Value of Financial Instruments

Our financial instruments include cash, accounts payable, accrued liabilities, amounts due to related parties and loans payable. We believe the fair value of these financial instruments approximate 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.

At April 30, 2018, we had $10,288 in cash on deposit with a large chartered Canadian bank, of which $10,084 was insured.  As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution.  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.

6

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 April 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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 February 13, 2018.

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)

8

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.
10.22	Loan Agreement between Vgrab Communications Inc. and Hampshire Avenue SDN BHD dated June 12, 2018.
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 six months ended April 30, 2018, formatted in XBRL: (i) Consolidated Balance Sheets at April 30, 2018 (unaudited), and October 31, 2017; (ii) Unaudited Condensed Interim Consolidated Statements of Operations for the Six Months ended April 30, 2018 and 2017; (iii) Unaudited Condensed Interim Consolidated Statement of Stockholders’ Deficit for the Six- Month Period Ended April 30, 2018; (iv) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Six Months ended April 30, 2018 and 2017; and (v) Notes to the Interim Consolidated Financial Statements.

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.

9

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:  June 14, 2018

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)

10

EX-10.21

LOAN AGREEMENT

April 24, 2018

Hampshire Avenue Sdn Bhd, (the “Lender”) of 156 Jalan Utama,10450  Georgetown, P. Penang, Malaysia agrees to advance CAD$10,000 (the “Principal Sum”) to VGrab Communications Inc. (the “Borrower”) of 1130 W. Pender Street, Unit 820, Vancouver, BC V6E 4A4. The funds will be advanced on April 24, 2018 (the “Effective date”).

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 4% per year (the “Interest”) from April 24, 2018. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

LENDER	BORROWER
Hampshire Avenue Sdn Bhd	VGrab Communications Inc.
Per:	Per:
/s/ Ahmad Mazlanbin Ahmad	/s/ Lim Hun Beng
Name: Ahmad Mazlanbin Ahmad	Name: Lim Hun Beng
Position:	Position: CEO

PROMISSORY NOTE

Principal Amount:  CAD$10,000 April 24, 2018

FOR VALUE RECEIVED VGrab Communications Inc., (the “Borrower”) promises to pay on demand to the order of Hampshire Avenue Sdn Bhd (the “Lender”) the sum of $10,000 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum from April 24, 2018 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

For the purposes of this promissory note, Interest Rate means 4 per cent per year.  Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 4.07% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

The Borrower may repay the Principal Sum and the Interest in whole or in part at any time.

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

BORROWER

VGrab Communications Inc.

Per:

/s/ Lim Hun Beng

Name: Lim Hun Beng

Position: CEO

EX-10.22

LOAN AGREEMENT

June 12, 2018

Hampshire Avenue Sdn Bhd, (the “Lender”) of 156 Jalan Utama,10450  Georgetown, P. Penang, Malaysia agrees to advance CAD$10,000 (the “Principal Sum”) to VGrab Communications Inc. (the “Borrower”) of 1130 W. Pender Street, Unit 820, Vancouver, BC V6E 4A4. The funds will be advanced on June 12, 2018 (the “Effective date”).

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 4% per year (the “Interest”) from June 12, 2018. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

LENDER	BORROWER
Hampshire Avenue Sdn Bhd	VGrab Communications Inc.
Per:	Per:
/s/ Ahmad Mazlanbin Ahmad	/s/ Lim Hun Beng
Name: Ahmad Mazlanbin Ahmad	Name: Lim Hun Beng
Position:	Position: CEO

PROMISSORY NOTE

Principal Amount:  CAD$10,000 June 12, 2018

FOR VALUE RECEIVED VGrab Communications Inc., (the “Borrower”) promises to pay on demand to the order of Hampshire Avenue Sdn Bhd (the “Lender”) the sum of $10,000 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum from June 12, 2018 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

For the purposes of this promissory note, Interest Rate means 4 per cent per year.  Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 4.07% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

The Borrower may repay the Principal Sum and the Interest in whole or in part at any time.

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

BORROWER

VGrab Communications Inc.

Per:

/s/ Lim Hun Beng

Name: Lim Hun Beng

Position: CEO

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.

June 14, 2018

/s/ Lim Hun Beng

Lim Hun Beng,

Chief Executive Officer, President

(Principal Executive Officer)

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.

June 14, 2018

/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 April 30, 2018, 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: June 14, 2018

/s/ Lim Hun Beng

Lim Hun Beng,

Chief Executive Officer, President

(Principal Executive Officer)

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 April 302018, 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: June 14, 2018

/s/ Liong Fook Weng

Liong Fook Weng,

Chief Financial Officer

(Principal Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Apr. 30, 2018	Jun. 14, 2018
Document and Entity Information:
Entity Registrant Name	VGRAB COMMUNICATIONS INC.
Document Type	10-Q
Document Period End Date	Apr. 30, 2018
Amendment Flag	false
Entity Central Index Key	0001551887
Current Fiscal Year End Date	--10-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding		35,013,838
Trading Symbol	vgrbf

XML

Consolidated Balance Sheets - USD ($)	Apr. 30, 2018	Oct. 31, 2017
Current Assets
Cash	$ 10,288	$ 15,887
GST recoverable	1,140	798
Prepaids	8,126	3,303
Total Current Assets	19,554	19,988
Total Assets	19,554	19,988
Current Liabilities
Accounts payable	460,618	265,251
Accrued liabilities	4,674	10,239
Due to related parties	72,405	37,484
Loan payable	100,000	100,000
Total Current Liabilities	637,697	412,974
Total Liabilities	637,697	412,974
Stockholders' Deficit
Common stock value	5,298,377	5,298,377
Additional paid-in capital	123,093	123,093
Accumulated other comprehensive income	39,329	51,283
Deficit	(6,078,942)	(5,865,739)
Total Stockholders' Equity (Deficit)	(618,143)	(392,986)
Total Liabilities and Stockholders' Equity (Deficit)	$ 19,554	$ 19,988

XML

Balance Sheets (Parenthetical) - shares		Apr. 30, 2018	Oct. 31, 2017
Balance Sheet
Common stock, shares authorized	[1]
Common stock, shares issued		35,013,838	35,013,838
Common stock, shares outstanding		35,013,838	35,013,838

[1] Unlimited

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Apr. 30, 2018	Apr. 30, 2017
Operating expenses
Accounting	$ 2,204	$ 2,253	$ 5,684	$ 5,166
General and administrative expenses	11,652	11,378	24,001	22,831
Professional fees	1,975	2,668	3,985	3,007
Regulatory and filing	6,016	5,443	10,402	10,867
Research and development	90,000		180,000
Total operating expenses	111,847	21,742	224,072	41,871
Other items
Gain (loss) on foreign exchange	32,075	8,249	11,916	2,626
Interest	588		1,047
Net loss	(80,360)	(13,493)	(213,203)	(39,245)
Translation to reporting currency	(27,255)	(5,971)	(11,954)	(2,001)
Comprehensive loss	$ (107,615)	$ (19,464)	$ (225,157)	$ (41,246)
Loss per common share - basic and diluted	$ 0	$ 0	$ (0.01)	$ 0
Weighted common shares outstanding - basic and diluted	35,013,838	35,013,838	35,013,838	35,013,838

XML

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Beginning Balance, shares at Oct. 31, 2016	35,013,838
Beginning Balance, amount at Oct. 31, 2016	$ 5,298,377	$ 123,093	$ 38,326	$ (5,575,872)	$ (116,076)
Translation to reporting currency			(2,001)		(2,001)
Net loss for the period				(39,245)	(39,245)
Ending Balance, shares at Apr. 30, 2017	35,013,838
Ending Balance, amount at Apr. 30, 2017	$ 5,298,377	123,093	36,325	(5,615,117)	(157,322)
Translation to reporting currency			14,958		14,958
Net loss for the period				(250,622)	(250,622)
Ending Balance, shares at Oct. 31, 2017	35,013,838
Ending Balance, amount at Oct. 31, 2017	$ 5,298,377	123,093	51,283	(5,865,739)	(392,986)
Translation to reporting currency			(11,954)		(11,954)
Net loss for the period				(213,203)	(213,203)
Ending Balance, shares at Apr. 30, 2018	35,013,838
Ending Balance, amount at Apr. 30, 2018	$ 5,298,377	$ 123,093	$ 39,329	$ (6,078,942)	$ (618,143)

XML

Consolidated Statement of Cash Flows - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Apr. 30, 2018	Apr. 30, 2017
Cash Flows used in Operating Activities
Net loss	$ (80,360)	$ (13,493)	$ (213,203)	$ (39,245)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued interest			1,047
Foreign exchange			(11,408)
Changes in operating assets and liabilities:
GST recoverable			(337)	396
Prepaids			(4,787)	(4,770)
Accounts payable and accrued liabilities			189,352	12,132
Net cash used in operating activities			(39,336)	(31,487)
Cash Flows from Financing Activities
Loan payable to related party			33,692
Net cash provided by financing activities			33,692
Effect of exchange rate changes on cash			45	(3,202)
Net increase (decrease) in cash during the period			(5,599)	(34,689)
Cash, beginning of period			15,887	37,055
Cash, end of period	$ 10,288	$ 2,366	10,288	2,366
Supplemental Disclosure of Cash Flow Information:
Taxes
Interest

XML

Organization and Basis of Presentation

6 Months Ended

Apr. 30, 2018

Notes

Organization and Basis of Presentation

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, Vgrab Communications Inc. (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. On February 10, 2015, the Company completed the acquisition of Vgrab Application. As a result of the transaction, the Company changed its principal business focus from the acquisition and exploration of mineral resources to the software development and changed its name to Vgrab Communications Inc. on February 11, 2015.

On June 24, 2015, the Company formed a subsidiary, Vgrab International Ltd., (the “Subsidiary”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia.

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, 2017, 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, 2017, 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 six months ended April 30, 2018, are not necessarily indicative of the results that may be expected for the year ending October 31, 2018.

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.

XML

Summary of Significant Accounting Policies

6 Months Ended

Apr. 30, 2018

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

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Related Party Transactions Disclosure

6 Months Ended

Apr. 30, 2018

Notes

Related Party Transactions Disclosure

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	April 30, 2018		October 31, 2017
Due to a major shareholder for payments made on behalf of the Company (a)	$	728	$	728
Notes payable to a major shareholder (b)		71,677		36,719
Due to a former director (c)		--		37
Total due to related parties	$	72,405	$	37,484

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

(b) Amount is unsecured, due on demand and bears interest at 4%.

(c) Amount due to former director has been included in accounts payable.

During the six months ended April 30, 2018, the Company received $33,692 in exchange for notes payable to a major shareholder.

During the six months ended April 30, 2018, the Company recorded $1,047 (April 30, 2017 - $Nil) in interest expense in connection with the notes payable to a major shareholder.

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Subsequent Event, Disclosure

6 Months Ended

Apr. 30, 2018

Notes

Subsequent Event, Disclosure

NOTE 4 - SUBSEQUENT EVENT

Subsequent to April 30, 2018, the Company received $7,690 (CAD$10,000) under a loan agreement with its major shareholder. The loan bears interest at 4% per annum compounded monthly, is unsecured, non-convertible and payable on demand.

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

6 Months Ended

Apr. 30, 2018

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, 2017, 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, 2017, 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 six months ended April 30, 2018, are not necessarily indicative of the results that may be expected for the year ending October 31, 2018.

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Summary of Significant Accounting Policies: Reclassifications Policy (Policies)

6 Months Ended

Apr. 30, 2018

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

6 Months Ended

Apr. 30, 2018

Policies

Principles of Consolidation Policy

Principles of Consolidation

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

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

6 Months Ended

Apr. 30, 2018

Tables/Schedules

Schedule of Amounts Due to Related Parties

	April 30, 2018		October 31, 2017
Due to a major shareholder for payments made on behalf of the Company (a)	$	728	$	728
Notes payable to a major shareholder (b)		71,677		36,719
Due to a former director (c)		--		37
Total due to related parties	$	72,405	$	37,484

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

(b) Amount is unsecured, due on demand and bears interest at 4%.

(c) Amount due to former director has been included in accounts payable.

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Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Details) - USD ($)	Apr. 30, 2018	Oct. 31, 2017
Due to related parties	$ 72,405	$ 37,484
Major shareholder for payments made on behalf of the Company
Due to related parties	728	728
Major shareholder note payable
Due to related parties	$ 71,677	36,719
Former director
Due to related parties		$ 37

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Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended	6 Months Ended
	Apr. 30, 2018	Apr. 30, 2018
Loans received from related party		$ 33,692
Interest	$ 588	1,047
Major shareholder note payable
Loans received from related party		33,692
Interest		$ 1,047

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Subsequent Event, Disclosure (Details) - USD ($)	2 Months Ended	6 Months Ended
	Jun. 12, 2018	Apr. 30, 2018
Loans received from related party		$ 33,692
Loan agreements with its major shareholder
Loans received from related party	$ 7,690