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, 2020

[  ] 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 21, 2020, the number of shares of the registrant’s common stock outstanding was  42,112,717.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
ITEM 1. FINANCIAL STATEMENTS.	F-1
CONDENSED CONSOLIDATED BALANCE SHEETS	F-1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	F-2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT	F-3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	F-4
NOTES TO THE CONDENSED CONSOLIDATED 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	July 31, 2020		October 31, 2019
ASSETS
Current assets
Cash	$	16,855	$	19,806
GST recoverable		813		827
Prepaids		8,103		27,920
Total current assets		25,771		48,553
Equipment		999		4,559
Total assets	$	26,770	$	53,112
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	65,234	$	43,520
Accrued liabilities		2,413		19,380
Due to related parties		910,245		594,177
		977,892		657,077
Long-term debt		65,994		64,259
Total liabilities		1,043,886		721,336
Stockholders' deficit
Common stock, no par value, unlimited number authorized,    42,112,717 and 35,513,838 issued and outstanding at    July 31, 2020 and October 31, 2019, respectively		6,316,592		5,358,377
Additional paid-in capital		233,009		233,009
Obligation to issue shares		-		958,215
Accumulated other comprehensive income		68,919		46,339
Deficit		(7,635,636)		(7,264,164)
Total stockholders' deficit		(1,017,116)		(668,224)
Total liabilities and stockholders' deficit	$	26,770	$	53,112

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

F-1

VGRAB COMMUNICATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Three Months Ended July 31,				Nine Months ended July 31,
	2020		2019		2020		2019
Revenues	$	7,092	$	-	$	7,092	$	-
Operating expenses
Accounting		2,193		3,386		7,121		7,242
Amortization		1,132		1,178		3,503		3,737
General and administrative expenses		23,511		13,129		47,725		38,650
Management fees		6,000		-		18,000		-
Professional fees		3,196		2,678		6,911		8,064
Regulatory and filing		11,454		4,166		22,953		16,396
Salaries and wages		67,567		89,957		220,216		257,315
Software development costs		11,307		-		11,307		230
Travel and entertainment		182		5,202		9,089		20,362
		(126,542)		(119,696)		(346,825)		(351,996)
Other items
Foreign exchange		(71)		81		(15)		81
Impairment of deposits		-		-		(22,801)		-
Interest expense		(3,407)		(2,905)		(8,923)		(7,148)
Net loss		(122,928)		(122,520)		(371,472)		(359,063)
Translation to reporting currency		(3,432)		(5,270)		22,580		(4,209)
Comprehensive loss	$	(126,360)	$	(127,790)	$	(348,892)	$	(363,272)
Loss per share - basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average number of shares  outstanding:		42,112,717		35,513,838		40,482,586		35,513,838

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

F-2

VGRAB COMMUNICATIONS INC.

CONDENSED 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, 2018	35,513,838	$	5,358,377	$	-	$	123,093	$	50,428	$	(6,422,908)	$	(891,010)
Translation to reporting    currency	-		-		-		-		(5,995)		-		(5,995)
Net loss	-		-		-		-		-		(120,379)		(120,379)
Balance at January 31, 2019	35,513,838		5,358,377		-		123,093		44,433		(6,543,287)		(1,017,384)
Translation to reporting    currency	-		-		-		-		7,056		-		7,056
Net loss	-		-		-		-		-		(116,164)		(116,164)
Balance at April 30, 2019	35,513,838		5,358,377		-		123,093		51,489		(6,659,451)		(1,126,492)
Translation to reporting    currency	-		-		-		-		(5,270)		-		(5,270)
Net loss	-		-		-		-		-		(122,520)		(122,520)
Balance at July 31, 2019	35,513,838	$	5,358,377	$	-	$	123,093	$	46,219	$	(6,781,971)	$	(1,254,282)
Balance at October 31, 2019	35,513,838	$	5,358,377	$	958,215	$	233,009	$	46,339	$	(7,264,164)	$	(668,224)
Common shares issued    for services	133,333		29,333		(29,333)		-		-		-		-
Common shares issued    for debt	6,465,546		928,882		(928,882)		-		-		-		-
Translation to reporting    currency	-		-		-		-		(7,663)		-		(7,663)
Net loss	-		-		-		-		-		(132,635)		(132,635)
Balance at January 31, 2020	42,112,717		6,316,592		-		233,009		38,676		(7,396,799)		(808,522)
Translation to reporting    currency	-		-		-		-		33,675		-		33,675
Net loss	-		-		-		-		-		(115,909)		(115,909)
Balance at April 30, 2020	42,112,717		6,316,592		-		233,009		72,351		(7,512,708)		(890,756)
Translation to reporting    currency	-		-		-		-		(3,432)		-		(3,432)
Net loss	-		-		-		-		-		(122,928)		(122,928)
Balance at July 31, 2020	42,112,717	$	6,316,592	$	-	$	233,009	$	68,919	$	(7,635,636)	$	(1,017,116)

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

F-3

VGRAB COMMUNICATIONS INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Nine Months ended July 31,
	2020		2019
Cash flow used in operating activities
Net loss	$	(371,472)	$	(359,063)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on related party notes		6,047		7,148
Accrued interest on long-term debt		2,876		-
Amortization		3,503		3,737
Foreign exchange		5,566		(4,393)
Impairment of deposits		22,801		-
Changes in operating assets and liabilities
GST recoverable		-		(405)
Prepaids		(3,134)		(4,073)
Accounts payable and accrued liabilities		5,848		(1,941)
Due to related parties		38,713		31,685
Accrued salaries due to related parties		160,661		163,039
Net cash used in operating activities		(128,591)		(164,266)
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		125,875		167,661
Net cash provided by financing activities		125,875		167,661
Effect of exchange rate changes on cash		(235)		93
Net decrease in cash		(2,951)		(2,027)
Cash, beginning		19,806		17,964
Cash, ending	$	16,855	$	15,937

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

F-4

VGRAB COMMUNICATIONS INC.

NOTES TO THE UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2020

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”). The 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.

Following the acquisition of the Vgrab Application, the Company developed Vgrab Smart Systems (“SMART Systems”), which integrate leading-edge information technologies with existing or new products and processes across multiple operating platforms, and developed a prototype vending machine with SMART Systems at its core.

As of the date of these consolidated condensed 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	Malaysia Companies Act 2016	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 condensed 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, 2019, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2020. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2019, 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, 2020, are not necessarily indicative of the results that may be expected for the year ending October 31, 2020.

Going Concern

The accompanying unaudited interim condensed 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 condensed 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.

F-5

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Revenue recognition

Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services.

Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2020		October 31, 2019
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,294	$	1,302
Notes payable to a major shareholder (b)		268,121		138,529
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		370,729		269,381
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		252,101		184,965
Due to a Director of the Company (a)		18,000		-
Total due to related parties	$	910,245	$	594,177

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

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

During the nine-month period ended July 31, 2020, the Company recorded $6,047 (2019 - $7,148) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-month period ended July 31, 2020, the Company received $130,842 (2019 - $219,426) 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 $4,967 (2019 - $48,743) in loans advanced from Hampshire Avenue. During the fourth quarter of the Company’s Fiscal 2019, Hampshire Avenue agreed to convert a total of $263,798, consisting of principal amount of $258,244 and interest accrued of $5,554 into 1,465,546 shares of the Company’s common stock at $0.18 per share (Note 6). These shares were issued on January 8, 2020.

During the nine-month period ended July 31, 2020, the Company incurred $89,256 (2019 – $90,577) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $18,864 (2019 - $21,773) in reimbursable expenses with Mr. Lim.

During the nine-month period ended July 31, 2020, the Company incurred $71,405 (2019 – $72,462) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO, and director. In addition, the Company incurred $1,849 (2019 - $3,977) in reimbursable expenses with Mr. Liong.

During the nine-month period ended July 31, 2020, the Company incurred $18,000 (2019 - $Nil) in management fees to its director, Mr. Ong See-Ming.

During the nine-month period ended July 31, 2020, a non-arms’ length entity paid the Company $7,092 in revenue from its SMART Systems software licensing and maintenance of the applications required to run SMART Systems.

F-6

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at July 31, 2020 and at October 31, 2019 are as follows:

	July 31, 2020		October 31, 2019
Book value,  beginning of the period	$	4,559	$	3,931
Changes during the period		-		5,515
Amortization		(3,503)		(4,901)
Foreign exchange		(57)		14
Book value, end of the period	$	999	$	4,559

NOTE 5 - LONG-TERM DEBT

On July 31, 2019, one of the vendors of the Company agreed to defer repayment of CAD$83,309 the Company owed to the vendor. The deferred amount accrues interest at 6% per annum compounded monthly, is unsecured, and is payable on or after August 31, 2021.

During the nine-month period ended July 31, 2020, the Company accrued $2,876 in interest on the long-term debt (2019 - $Nil). As at July 31, 2020, the Company owed a total of $65,994 under its long-term debt obligation to the vendor (2019 - $64,259).

NOTE 6 - COMMON STOCK

On October 31, 2019, the Company’s board of directors resolved to grant 133,333 shares of its common stock to Mr. Ong See-Ming for services provided to the Company. The fair value of these shares was calculated to be $29,333 and was recorded as management fees for the year ended October 31, 2019. The shares were issued on November 4, 2019.

During the Company’s fourth fiscal quarter of 2019, the Company’s debt holders agreed to convert a total of $923,798, representing a part or all of the debt owed to them by the Company into shares of the Company’s common stock.

The conversion of debt to shares was as follows:

Description	Amount converted	Number of shares issued(2)	Fair market value of shares	Loss/(gain) on conversion of debt
Shares to be issued for non-interest-bearing loan	$ 100,000	1,000,000	$    205,000	$   105,000
Shares to be issued for services	560,000	4,000,000	570,000	10,000
Shares to be issued for advances with related party (Note 3)(1)	263,798	1,465,546	153,882	(109,916)
Total	$ 923,798	6,465,546	$ 928,882	$     5,084

(1)  The gain on conversion of debt to shares with related party was recorded as part of additional paid-in capital for the year ended October 31, 2019. The $115,000 loss on conversion of third-party debt was recorded during the year ended October 31, 2019.

(2)  The above shares were issued on January 8, 2020.

F-7

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 unaudited interim condensed 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, 2019, 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.

1

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 the 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 most of the business operations were moved to VGrab Communications Malaysia Sdn Bhd (“VGrab Malaysia”), which we incorporated on May 17, 2018, under the Malaysia Companies Act 2016 in Malaysia. The main business objective of Vgrab Malaysia is to facilitate online promotions, advertising, and e-commerce.

Since its incorporation, VGrab Malaysia has been working on the development of Vgrab Smart Systems (“SMART Systems”). VGrab's SMART Systems consist of several modules, including VGrab Memberships system, which allow its users to sign up via internet or quick response code, also known as "QR Code", VGrab Cloud Management System ("VCMS"), and VGrab Database Management System ("VDMS"). VCMS and VDMS form the backbone of VGrab's SMART Systems, integrating each future developed VGrab SMART Systems’ module into the platform.

On February 18, 2019, we formed another subsidiary, VGrab Asia Limited (“Vgrab Asia”). The main business objective of Vgrab Asia is to facilitate online promotions, advertising and e-commerce to its potential customer based in P.R.China.

On March 5, 2019, VGrab Asia entered into a mobile application development agreement with a group of private software developers from China (the “Vendor”) to develop a mobile software application (“VGrab WeChat Application”). VGrab WeChat Application is developed for use with smartphones in P.R.China using the Android and Apple iOS operating systems allowing users to sign up for memberships, deposit money, purchase products, redeem vouchers, upload media promotions onto the smartphones, etc... On August 14, 2019, the VGrab WeChat Application was tested and completed for client usage.

In March of 2020 we completed development of the prototype VGrab vending machine (the “Vending Machine”) and were attempting to organize the first test run before starting a large-scale production and commercialization of the Vending Machines. Prior to COVID-19 measures,  we were expecting to have the first prototype of the Vending Machine installed and operational at a local university by the end of April with further units to be placed across the university’s campus and other universities across Malaysia. However, due to COVID-19 measures, we were required to postpone the roll-out until the restrictions set to prevent the spread of virus are lifted and businesses are allowed to resume their normal operations.

The newly developed Vending Machine is customizable to sell variety of consumer products ranging from traditional snacks, soft drinks, and coffee, to prepaid mobile cards and other goods, while simultaneously displaying advertisements and other various promotional content. Each Vending Machine is supplied with a credit card reader and a QR Code reader, which facilitate not only payments with credit cards, but also enables payments via eWallet and other membership-based payments.

The Vending Machines are based on the  operating system developed by us, and include VGrab Membership System (described above), and newly developed VGrab Online Transactions Management System (“VOTMS”), and VGrab Advertising Rotational Management System (“VARMS”). VOTMS is a software that supports transaction-oriented applications on the Internet by integrating various existing online banks and e-Wallet systems. The VARMS software allows multiple advertisements in a single location either online or offline, providing our clients an ability to promote their businesses, products, or services, through rotating their marketing material with each new page load or advertising space allotted.

Once COVID-19 restrictions are lifted we intend to resume our negotiations for a three-year distribution agreement to distribute our Vending Machines in Malaysia and Indonesia. At the same time, we are considering commercialization of the Vending Machines through creating franchising opportunities.

During the quarter ended July 31, 2020, we started generating revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our CEO and President is 50% shareholder. Duesey Coffee will be paying us a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350) for licensing and technical support of the SMART Systems they are using in their business. During the three- and nine-month periods ended July 31, 2020, we generated $7,092 in revenue with Duesey Coffee.

2

Summary of Financial Condition

	July 31, 2020		October 31, 2019
Working capital deficit	$	(952,121)	$	(608,524)
Current assets	$	25,771	$	48,553
Total liabilities	$	1,043,886	$	721,336
Common stock and additional paid-in capital	$	6,549,601	$	5,591,386
Deficit	$	(7,635,636)	$	(7,264,164)
Accumulated other comprehensive income	$	68,919	$	46,339

Results of Operation

Our operating results for the three and nine months ended July 31, 2020 and 2019, 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
	2020	2019	Change	2020	2019	Change
Revenue	$       7,092	$               -	n/a	$       7,092	$             -	n/a
Operating expenses	(126,542)	(119,696)	6%	(346,825)	(351,996)	(1)%
Foreign exchange	(71)	81	(188)%	(15)	81	(119)%
Impairment of deposits	-	-	n/a	(22,801)	-	n/a
Interest expense	(3,407)	(2,905)	17%	(8,923)	(7,148)	25%
Net loss	(122,928)	(122,520)	0%	(371,472)	(359,063)	3%
Translation to reporting currency	(3,432)	(5,270)	(35)%	22,580	(4,209)	636%
Comprehensive loss	$(126,360)	$(127,790)	0%	$(348,892)	$(363,272)	(4)%

Revenue

During the three-month period ended July 31, 2020, we started generating revenue from our SMART Systems software licensing and maintenance of the applications required to run SMART Systems. Our first customer is Duesey Coffee and Chocolates Sdn Bhd (“Duesey Coffee”), of which Mr. Lim Hun Beng, our CEO and President is 50% shareholder. Duesey Coffee will be paying us a monthly fee of 10,000 Malaysian Ringgit (approximately USD$2,350) for licensing and technical support of the SMART Systems they are using in their business. During the three- and nine-month periods ended July 31, 2020, we generated $7,092 in revenue with Duesey Coffee.

Operating Expenses

Our operating expenses for the three and nine months ended July 31, 2020 and 2019, consisted of the following:

	Three Months Ended July 31,		Percentage	Nine Months Ended July 31,		Percentage
	2020	2019	Change	2020	2019	Change
Operating expenses:
Accounting	$    2,193	$    3,386	(35)%	$     7,121	$     7,242	(2)%
Amortization	1,132	1,178	(4)%	3,503	3,737	(6)%
General and administrative expenses	23,511	13,129	79%	47,725	38,650	23%
Management fees	6,000	-	n/a	18,000	-	n/a
Professional fees	3,196	2,678	19%	6,911	8,064	(14)%
Regulatory and filing	11,454	4,166	175%	22,953	16,396	40%
Salaries and wages	67,567	89,957	(25)%	220,216	257,315	(14)%
Software development costs	11,307	-	n/a	11,307	230	4,816%
Travel and entertainment	182	5,202	(97)%	9,089	20,362	(55)%
Total	$ 126,542	$ 119,696	6%	$ 346,825	$ 351,996	(1)%

3

During the three-month period ended July 31, 2020, our operating expenses increased by $6,846 or 6% from $119,696, for the three months ended July 31, 2019, to $126,542 for the three months ended July 31, 2020. The most significant change in our operating expenses was associated with decreased salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which decreased by $22,390 from $89,957 we incurred during the three-month period ended July 31, 2019, to $67,567 we incurred during the three-month period ended July 31, 2020; the change in salaries and wages was mainly associated with governmental assistance Vgrab Malaysia received under COVID-19 Economic Stimulus Package available to qualified employers in Malaysia, and due to fluctuation of foreign exchange rates, which effected salaries and reimbursable expenses accrued to our CEO and CFO, which are set in US dollars. Other notable differences were associated with software development fees and management fees, which, during the three-month period ended July 31, 2020, were $11,307 and $6,000, respectively, and increased general and administrative expenses, and regulatory and filing fees, which, during the three-month period ended July 31, 2020, increased by $10,382 and $7,288,  to $23,511 and $11,454, respectively. These increases were partially offset by $5,020 reduction in travel and entertainment fees to $182 for the three-month period ended July 31, 2020, and $1,193 reduction in accounting fees to $2,193 for the three-months ended July 31, 2020.

During the nine-month period ended July 31, 2020, our operating expenses decreased by $5,171 or 1% from $351,996, for the nine months ended July 31, 2019, to $346,825 for the nine months ended July 31, 2020. The most significant change in our operating expenses was associated with decrease in salaries and wages we incurred through our subsidiary, Vgrab Malaysia, which decreased by $37,099 from $257,315 we incurred during the nine-month period ended July 31, 2019, to $220,216 we incurred during the nine-month period ended July 31, 2020, the change in salaries and wages was mainly associated with governmental assistance Vgrab Malaysia received under COVID-19 Economic Stimulus Package available to qualified employers in Malaysia, and due to fluctuation of foreign exchange rates, which effected salaries and reimbursable expenses accrued to our CEO and CFO, which are set in US dollars. In addition, our travel and entertainment costs decreased by $11,273, from $20,362 we incurred during the nine-month period ended July 31, 2019, to $9,089 during the period ended July 31, 2020, and professional fees decreased by $1,153 to $6,911. These decreases were in part offset by increased  regulatory fees of $22,953, as compared to $16,396 we incurred during the nine-month period ended July 31, 2019; general and administrative fees of $47,725 as compared to $38,650 we incurred during the nine-month period ended July 31, 2019 and $18,000 in management fees, the expense that did not exist in the comparative period.

Other Items

During the three-month period ended July 31, 2020, we recorded $3,407 (2019 - $2,905) in interest associated with our liabilities under the notes payable we issued to our major shareholder and for long-term debt, and $71 in realized foreign exchange loss (2019 - $81 gain) associated with the fluctuation in foreign exchange rates between the US, Canadian, Malaysian, and Hong Kong currencies.

During the nine-month period ended July 31, 2020, we recorded a $22,801 impairment on deposit paid by our subsidiary, VGrab Asia, to a vendor, as underlying agreement to supply certain commodities the Company acquired  for trading fell through (2019 - $Nil); $8,923 (2019 - $7,148) in interest associated with our liabilities under the notes payable we issued to our major shareholder and for long-term debt, and $15 in realized foreign exchange loss (2019 - $81 gain) associated with the fluctuation in foreign exchange between the US, Canadian, Malaysian, and Hong Kong currencies.

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 four currencies as well as different accounting treatments between various financial instruments.

4

Liquidity and Capital Resources

GOING CONCERN

The unaudited interim condensed 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. During our third quarter ended July 31, 2020, we started generating revenue from our operations, however, this revenue is not sufficient enough to enable us to pay dividends, therefore as at July 31, 2020, it is unlikely that we will be in position 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, 2020, we had a working capital deficit of $952,121 and accumulated losses of $7,635,636 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. Our unaudited condensed 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 Deficit

	At July 31, 2020		At October 31, 2019
Current assets	$	25,771	$	48,553
Current liabilities		(977,892)		(657,077)
Working capital deficit	$	(952,121)	$	(608,524)

During the nine-month period ended July 31, 2020, our working capital deficit increased by $343,597, from $608,524 as at October 31, 2019, to $952,121 as at July 31, 2020. The increase in the working capital deficit was primarily related to a $316,068 increase in amounts payable to our related parties, mainly on account of accrued salaries to our CEO and CFO, and for the advances we received from our major shareholder to support our ongoing operations. The decrease in our cash balance from $19,806 we held in our banks at October 31, 2019, to $16,855 we held in our banks at July 31, 2020, and decrease in our prepaids and advances from $27,920 at October 31, 2019, to $8,103 at  July 31, 2020, also negatively affected our working capital.

Cash Flows

	Nine Months Ended July 31,
	2020		2019
Net cash used in operating activities	$	(128,591)	$	(164,266)
Net cash used in investing activities		-		(5,515)
Net cash provided by financing activities		125,875		167,661
Effect of exchange rate changes on cash		(235)		93
Net decrease in cash	$	(2,951)	$	(2,027)

Net cash used in operating activities

During the nine-month period ended July 31, 2020, we used $128,591 to support our operating activities. This cash was used to cover our cash operating expenses of $330,679 and, to increase our prepaid expenses by $3,134. These uses of cash were offset by $5,848 increase in our accounts payable, $38,713 increase in amounts due to related parties for reimbursable expenses, and by $160,661 increase to accrued salaries payable to our CEO and CFO.

5

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.

Non-cash operating activities

During the nine-month period ended July 31, 2020, we recorded $22,801 in impairment of our deposits, and $5,566 in foreign exchange fluctuation between the US, Canadian, Malaysian, and Hong Kong currencies. We recorded $6,047 in interest on our notes payable to Hampshire Avenue and $2,876 in interest on CAD$83,309 we reclassified from current debt to long-term debt. In addition, we recorded $3,503 in amortization of our office equipment.

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.

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, 2020.

Net cash provided by financing activities

During the nine-month period ended July 31, 2020, we received net $125,875 under loan agreements with Hampshire Avenue. The loans bear interest at 4% per annum, are unsecured and payable on demand.

During the nine-month period ended July 31, 2019, we received $167,661 under loan agreements with Hampshire Avenue, 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 Application, SMART Systems, and products based on our technology 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, 2020, we had $16,855 in cash on hand and a working capital deficit of $952,121, 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 products 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 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.

6

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, 2019. 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 condensed 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 Malaysia’s functional currency is Malaysian Ringgit, and Vgrab Asia’s functional currency is Hong Kong dollar, 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 reporting date 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 reporting date exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the reporting date exchange rate are included in accumulated other comprehensive income or loss.

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 GST recoverable.

7

At July 31, 2020, we had $1,314 in cash on deposit with a large chartered Canadian bank, $15,034 in cash on deposits with a bank in Malaysia, and $507 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, 2020, 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, 2020.

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)

9

Exhibit	Description
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)
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)
10.33	Mobile Application Development Agreement between VGrab Asia Ltd. and Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie dated March 5, 2019. (20)
10.34	Debt Settlement Agreement between VGrab Communications Inc. and HG Group Sdn Bhd dated July 9, 2019. (20)
10.35	Debt Settlement Agreement between VGrab Communications Inc. and Chen Weijie dated August 30, 2019. (20)
10.36	Debt Settlement Agreement between VGrab Communications Inc. and Gu Xianwin dated August 30, 2019. (20)

10

Exhibit	Description
10.37	Debt Settlement Agreement between VGrab Communications Inc. and Zheng Qing dated August 30, 2019. (20)
10.38	Debt Settlement Agreement between VGrab Communications Inc. and Hampshire Avenue Sdn Bhd dated September 2, 2019. (20)
10.39	Debt Settlement Agreement between VGrab Communications Inc. and Liew Choong Kong dated October 3, 2019. (20)
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.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document. XBRL Taxonomy Extension Schema. XBRL Taxonomy Extension Calculation Linkbase. XBRL Taxonomy Extension Definition Linkbase. XBRL Taxonomy Extension Label Linkbase. XBRL Taxonomy Extension Presentation Linkbase.

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 30, 2019. 

(20)Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 29, 2020. 

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 21, 2020

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 21, 2020

/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 21, 2020

/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, 2020, 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 21, 2020

/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, 2020, 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 21, 2020

/s/ Liong Fook Weng

Liong Fook Weng

Chief Financial Officer

(Principal Accounting Officer)

XML

Equipment Disclosure

9 Months Ended

Jul. 31, 2020

Notes

Equipment Disclosure

NOTE 4 - EQUIPMENT

Changes in the net book value of the equipment at July 31, 2020 and at October 31, 2019 are as follows:

	July 31, 2020		October 31, 2019
Book value,  beginning of the period	$	4,559	$	3,931
Changes during the period		-		5,515
Amortization		3,503		4,901
Foreign exchange		(57)		14
Book value, end of the period	$	999	$	4,559

XML

Long-Term Debt Disclosure

9 Months Ended

Jul. 31, 2020

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 CAD$83,309 the Company owed to the vendor. The deferred amount accrues interest at 6% per annum compounded monthly, is unsecured, and is payable on or after August 31, 2021.

During the nine-month period ended July 31, 2020, the Company accrued $2,876 in interest on the long-term debt (2019 - $Nil). As at July 31, 2020, the Company owed a total of $65,994 under its long-term debt obligation to the vendor (2019 - $64,259).

XML

Common Stock Disclosure

9 Months Ended

Jul. 31, 2020

Notes

Common Stock Disclosure

NOTE 6 - COMMON STOCK

On October 31, 2019, the Company’s board of directors resolved to grant 133,333 shares of its common stock to Mr. Ong See-Ming for services provided to the Company. The fair value of these shares was calculated to be $29,333 and was recorded as management fees for the year ended October 31, 2019. The shares were issued on November 4, 2019.

During the Company’s fourth fiscal quarter of 2019, the Company’s debt holders agreed to convert a total of $923,798, representing a part or all of the debt owed to them by the Company into shares of the Company’s common stock.

The conversion of debt to shares was as follows:

Description	Amount converted	Number of shares issued(2)	Fair market value of shares	Loss/(gain) on conversion of debt
Shares to be issued for non-interest-bearing loan	$100,000	1,000,000	$205,000	$105,000
Shares to be issued for services	560,000	4,000,000	570,000	10,000
Shares to be issued for advances with related party (Note 3)(1)	263,798	1,465,546	153,882	(109,916)
Total	$923,798	6,465,546	$928,882	$5,084

(1)  The gain on conversion of debt to shares with related party was recorded as part of additional paid-in capital for the year ended October 31, 2019. The $115,000 loss on conversion of third-party debt was recorded during the year ended October 31, 2019.

(2)  The above shares were issued on January 8, 2020.

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

9 Months Ended

Jul. 31, 2020

Policies

Principles of Consolidation Policy

Principles of Consolidation

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

XML

Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)

9 Months Ended

Jul. 31, 2020

Policies

Revenue Recognition Policy

Revenue recognition

Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services.

Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

XML

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

9 Months Ended

Jul. 31, 2020

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	Malaysia Companies Act 2016	May 17, 2018
VGrab Asia Limited	Companies Ordinance, Chapter 622 of the Laws of Hong Kong	February 18, 2019

XML

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

9 Months Ended

Jul. 31, 2020

Tables/Schedules

Schedule of Amounts Due to Related Parties

 

	July 31, 2020		October 31, 2019
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,294	$	1,302
Notes payable to a major shareholder (b)		268,121		138,529
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		370,729		269,381
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		252,101		184,965
Due to a Director of the Company (a)		18,000		-
Total due to related parties	$	910,245	$	594,177

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

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

XML

Equipment Disclosure: Changes in Book Value of Equipment (Tables)

9 Months Ended

Jul. 31, 2020

Tables/Schedules

Changes in Book Value of Equipment

 

	July 31, 2020		October 31, 2019
Book value,  beginning of the period	$	4,559	$	3,931
Changes during the period		-		5,515
Amortization		3,503		4,901
Foreign exchange		(57)		14
Book value, end of the period	$	999	$	4,559

XML

Common Stock Disclosure: Schedule of Debt Conversions (Tables)

9 Months Ended

Jul. 31, 2020

Tables/Schedules

Schedule of Debt Conversions

 

Description	Amount converted	Number of shares issued(2)	Fair market value of shares	Loss/(gain) on conversion of debt
Shares to be issued for non-interest-bearing loan	$100,000	1,000,000	$205,000	$105,000
Shares to be issued for services	560,000	4,000,000	570,000	10,000
Shares to be issued for advances with related party (Note 3)(1)	263,798	1,465,546	153,882	(109,916)
Total	$923,798	6,465,546	$928,882	$5,084

XML

Related Party Transactions Disclosure: Schedule of Amounts Due to Related Parties (Details) - USD ($)	Jul. 31, 2020	Oct. 31, 2019
Due to related parties	$ 910,245	$ 594,177
Due to a major shareholder for payments made on behalf of the Company
Due to related parties	1,294	1,302
Notes payable to a major shareholder
Due to related parties	268,121	138,529
Due to CEO and Director
Due to related parties	370,729	269,381
Due to CFO and Director
Due to related parties	252,101	184,965
Due to a Director
Due to related parties	$ 18,000	$ 0

XML

Document and Entity Information - shares	9 Months Ended
	Jul. 31, 2020	Sep. 21, 2020
Details
Registrant CIK	0001551887
Fiscal Year End	--10-31
Registrant Name	VGRAB COMMUNICATIONS INC.
SEC Form	10-Q
Period End date	Jul. 31, 2020
Tax Identification Number (TIN)	99-0364150
Number of common stock shares outstanding		42,112,717
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, Postal Zip Code	V6E 4A4
City Area Code	604
Local Phone Number	648-0510
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false

XML

Related Party Transactions Disclosure (Details) - USD ($)	3 Months Ended			9 Months Ended
	Jul. 31, 2020	Jan. 31, 2020	Jul. 31, 2019	Jul. 31, 2020	Jul. 31, 2019
Interest expense	$ 3,407		$ 2,905	$ 8,923	$ 7,148
Amount of debt converted, principal and accrued interest			923,798
Common stock issued for convertible debt		6,465,546
Management fees	6,000		0	18,000	0
Revenues	$ 7,092		0	7,092	0
Notes payable to a major shareholder
Interest expense				6,047	7,148
Hampshire Avenue
Proceeds from Notes payable				130,842	219,426
Repayment of loans				4,967	48,743
Amount of debt converted, principal and accrued interest			$ 263,798
Common stock issued for convertible debt		1,465,546	1,465,546
Due to CEO and Director
Wages and Salary, for officers				89,256	90,577
Reimbursable expense incurred				18,864	21,773
Due to CFO and Director
Wages and Salary, for officers				71,405	72,462
Reimbursable expense incurred				1,849	$ 3,977
Due to a Director
Management fees				$ 18,000

XML

Equipment Disclosure: Changes in Book Value of Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Jul. 31, 2020	Jul. 31, 2019	Oct. 31, 2019	Oct. 31, 2018
Details
Changes in equipment during the period					$ 5,515
Amortization	$ 1,132	$ 1,178	$ 3,503	$ 3,737	4,901
Foreign exchange effect on equipment			(57)		14
Equipment, net	$ 999		$ 999		$ 4,559	$ 3,931

XML

Long-Term Debt Disclosure (Details) - USD ($)	Jul. 31, 2020	Oct. 31, 2019
Details
Long-term debt, accrued interest rate per annum, compounded monthly	6.00%
Interest accrued, long-term debt	$ 2,876
Long-term debt obligation to a vendor	$ 65,994	$ 64,259

XML

Common Stock Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2020	Jul. 31, 2019	Jul. 31, 2020
Stock issuance for services, value			$ 0
Amount of debt converted, principal and accrued interest		$ 923,798
To Company Director for services
Stock issuance for services, shares	133,333
Stock issuance for services, value	$ 29,333

XML

Common Stock Disclosure: Schedule of Debt Conversions (Details) - USD ($)	3 Months Ended
	Jan. 31, 2020	Jul. 31, 2019
Amount of debt converted, principal and accrued interest		$ 923,798
Common stock issued for convertible debt	6,465,546
For non-interest bearing loan
Amount of debt converted, principal and accrued interest		100,000
Common stock issued for convertible debt	1,000,000
Fair market value of shares issued for debt conversion		205,000
Gain (loss) on debt conversion		105,000
For amounts indebted to services rendered
Amount of debt converted, principal and accrued interest		560,000
Common stock issued for convertible debt	4,000,000
Fair market value of shares issued for debt conversion		570,000
Gain (loss) on debt conversion		10,000
Hampshire Avenue
Amount of debt converted, principal and accrued interest		$ 263,798
Common stock issued for convertible debt	1,465,546	1,465,546
Fair market value of shares issued for debt conversion		$ 153,882
Gain (loss) on debt conversion		$ (109,916)

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jul. 31, 2020	Oct. 31, 2019
Current assets
Cash	$ 16,855	$ 19,806
GST recoverable	813	827
Prepaids	8,103	27,920
Total current assets	25,771	48,553
Equipment	999	4,559
Total assets	26,770	53,112
Current liabilities
Accounts payable	65,234	43,520
Accrued liabilities	2,413	19,380
Due to related parties	910,245	594,177
Liabilities, Current	977,892	657,077
Long-term debt	65,994	64,259
Total liabilities	1,043,886	721,336
Stockholders' deficit
Common stock, no par value, unlimited number authorized, 42,112,717 and 35,513,838 issued and outstanding at July 31, 2020 and October 31, 2019, respectively	6,316,592	5,358,377
Additional paid-in capital	233,009	233,009
Obligation to issue shares	0	958,215
Accumulated other comprehensive income	68,919	46,339
Deficit	(7,635,636)	(7,264,164)
Total stockholders' deficit	(1,017,116)	(668,224)
Total liabilities and stockholders' deficit	$ 26,770	$ 53,112

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Jul. 31, 2020	Oct. 31, 2019
Details
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares, Issued	42,112,717	35,513,838
Common Stock, Shares, Outstanding	42,112,717	35,513,838

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Jul. 31, 2020	Jul. 31, 2019
Details
Revenues	$ 7,092	$ 0	$ 7,092	$ 0
Operating expenses
Accounting	2,193	3,386	7,121	7,242
Amortization	1,132	1,178	3,503	3,737
General and administrative expenses	23,511	13,129	47,725	38,650
Management fees	6,000	0	18,000	0
Professional fees	3,196	2,678	6,911	8,064
Regulatory and filing	11,454	4,166	22,953	16,396
Salaries and wages	67,567	89,957	220,216	257,315
Software development costs	11,307	0	11,307	230
Travel and entertainment	182	5,202	9,089	20,362
Total operating expenses	(126,542)	(119,696)	(346,825)	(351,996)
Other items
Gain (loss) on foreign exchange	(71)	81	(15)	81
Impairment of deposits	0	0	(22,801)	0
Interest expense	(3,407)	(2,905)	(8,923)	(7,148)
Net loss	(122,928)	(122,520)	(371,472)	(359,063)
Translation to reporting currency	(3,432)	(5,270)	22,580	(4,209)
Comprehensive loss	$ (126,360)	$ (127,790)	$ (348,892)	$ (363,272)
Loss per share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding:	42,112,717	35,513,838	40,482,586	35,513,838

XML

CONDENSED 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, 2018	$ 5,358,377	$ 0	$ 123,093	$ 50,428	$ (6,422,908)	$ (891,010)
Equity Balance, Shares at Oct. 31, 2018	35,513,838
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)
Equity Balance at Oct. 31, 2019	$ 5,358,377	958,215	233,009	46,339	(7,264,164)	(668,224)
Equity Balance, Shares at Oct. 31, 2019	35,513,838
Stock issuance for services, value	$ 29,333	(29,333)	0	0	0	0
Stock issuance for services, shares	133,333
Stock issuance for debt, value	$ 928,882	(928,882)	0	0	0	0
Stock issuance for debt, shares	6,465,546
Translation to reporting currency	$ 0	0	0	22,580	0	22,580
Net loss	$ 0	0	0	0	(371,472)	(371,472)
Equity Balance, Shares at Jul. 31, 2020	42,112,717
Equity Balance at Jul. 31, 2020	$ 6,316,592	$ 0	$ 233,009	$ 68,919	$ (7,635,636)	$ (1,017,116)

XML

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Cash flow used in operating activities
Net loss	$ (371,472)	$ (359,063)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on payables	8,923	7,148
Amortization	3,503	3,737
Foreign exchange	5,566	(4,393)
Impairment of deposits	22,801	0
Changes in operating assets and liabilities
GST recoverable:	0	(405)
Prepaids:	(3,134)	(4,073)
Accounts payable and accrued liabilities:	5,848	(1,941)
Due to related parties:	38,713	31,685
Accrued salaries due to related parties	160,661	163,039
Net cash used in operating activities	(128,591)	(164,266)
Cash flows used in investing activities
Purchase of equipment	0	(5,515)
Net cash used in investing activities	0	(5,515)
Cash flows provided by financing activities
Loans payable to related party	125,875	167,661
Net cash provided by financing activities	125,875	167,661
Effect of exchange rate changes on cash	(235)	93
Net decrease in cash	(2,951)	(2,027)
Cash, beginning	19,806	17,964
Cash, ending	$ 16,855	$ 15,937

XML

Organization and Basis of Presentation

9 Months Ended

Jul. 31, 2020

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”). The 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.

Following the acquisition of the Vgrab Application, the Company developed Vgrab Smart Systems (“SMART Systems”), which integrate leading-edge information technologies with existing or new products and processes across multiple operating platforms, and developed a prototype vending machine with SMART Systems at its core.

As of the date of these consolidated condensed 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	Malaysia Companies Act 2016	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 condensed 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, 2019, included in the Company’s Annual Report on Form 10-K, filed with the SEC on January 29, 2020. The unaudited interim condensed consolidated financial statements of the Company should be read in conjunction with those financial statements for the year ended October 31, 2019, 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, 2020, are not necessarily indicative of the results that may be expected for the year ending October 31, 2020.

Going Concern

The accompanying unaudited interim condensed 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 condensed 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

9 Months Ended

Jul. 31, 2020

Notes

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Revenue recognition

Revenue is measured based on the amount of consideration that is expected to be received by the Company for providing goods or services under a contract with a customer, which is initially estimated with pricing specified in the contract and adjusted primarily for sales returns, discounts and other credits at contract inception then updated each reporting period, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when persuasive evidence of a contract with a customer exists and a performance obligation is identified and satisfied as the customer obtains control of the goods or services.

Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

XML

Related Party Transactions Disclosure

9 Months Ended

Jul. 31, 2020

Notes

Related Party Transactions Disclosure

NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

	July 31, 2020		October 31, 2019
Due to a major shareholder for payments made on behalf of the Company (a)	$	1,294	$	1,302
Notes payable to a major shareholder (b)		268,121		138,529
Due to the Chief Executive Officer (“CEO”) and Director of the Company (a)		370,729		269,381
Due to the Chief Financial Officer (“CFO”) and Director of the Company (a)		252,101		184,965
Due to a Director of the Company (a)		18,000		-
Total due to related parties	$	910,245	$	594,177

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

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

During the nine-month period ended July 31, 2020, the Company recorded $6,047 (2019 - $7,148) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the nine-month period ended July 31, 2020, the Company received $130,842 (2019 - $219,426) 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 $4,967 (2019 - $48,743) in loans advanced from Hampshire Avenue. During the fourth quarter of the Company’s Fiscal 2019, Hampshire Avenue agreed to convert a total of $263,798, consisting of principal amount of $258,244 and interest accrued of $5,554 into 1,465,546 shares of the Company’s common stock at $0.18 per share (Note 6). These shares were issued on January 8, 2020.

During the nine-month period ended July 31, 2020, the Company incurred $89,256 (2019 - 90,577) in wages and salaries to Mr. Lim Hun Beng, the Company’s CEO, President, and director. In addition, the Company incurred $18,864 (2019 - $21,773) in reimbursable expenses with Mr. Lim.

During the nine-month period ended July 31, 2020, the Company incurred $71,405 (2019 – $72,462) in wages and salaries to Mr. Liong Fook Weng, the Company’s CFO, and director. In addition, the Company incurred $1,849 (2019 - $3,977) in reimbursable expenses with Mr. Liong.

During the nine-month period ended July 31, 2020, the Company incurred $18,000 (2019 - $Nil) in management fees to its director, Mr. Ong See-Ming.

During the nine-month period ended July 31, 2020, a non-arms’ length entity paid the Company $7,092 in revenue from its SMART Systems software licensing and maintenance of the applications required to run SMART Systems.