·	Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.
	·	Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.
	·	Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Stock Based Compensation

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

Recently Issued Accounting Pronouncements

In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this pronouncement will not have a material impact on the unaudited condensed combined financial position and/or results of operations.

On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed combined financial position and/or results of operations.

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Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculate the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted this pronouncement on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed combined financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its unaudited condensed combined financial position and/or results of operations.

5. EQUIPMENT

		As at November 30,				As at February 28,
		2017				2017
		$				$
Furniture			38,192				31,889
Computer equipment			32,207				24,864
Total cost			70,399				56,753
Less: Accumulated depreciation			(33,390	)			(15,098	)
			37,009				41,655

6. LOANS PAYABLE/DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER

Loans payable

Loans payable represents advances from a related corporation to meet the working capital requirements of the Company. These advances are interest free, unsecured and are repayable on demand.

Due to related parties and due to a shareholder

The balances due to related parties and a shareholder are mainly in connection with the consulting services and financing provided for the development of an online complaint resolution platform as explained in Note 1 to the condensed combined financial statements. These balances are interest free, unsecured and are repayable on demand.

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Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

Share Exchange Agreement

On February 28, 2017, the Company, MBE and the shareholders of MBE entered into a Share Exchange Agreement (the “Share Exchange Agreement”). The Board of Directors of the Company approved the execution and consummation of the transaction under the Share Exchange Agreement on February 28, 2017.

In accordance with the terms and provisions of the Share Exchange Agreement, the Company is to issue an aggregate of 5,248,626 shares of its restricted common stock to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE (constituting 100%), thus making MBE its wholly-owned subsidiary. The Board of Directors of the Company and MBE deemed it in the best interests of the respective shareholders to enter into the Share Exchange Agreement pursuant to which the Company would acquire all the technology and assets and assume all liabilities of MBE.

Authorized stock

On October 31, 2016, the Board of Directors of the Company authorized an increase in the Company's shares of common stock to three hundred million (300,000,000) shares with par value remaining at $0.001 and creation of twenty million (20,000,000) shares of preferred stock, par value $0.001. On November 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State increasing its authorized capital to 300,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001 (the “Amendment). The Amendment was effective with the Nevada Secretary of State on November 4, 2016 when the Certificate of Amendment was filed. The Amendment was approved by the Board of Directors pursuant to written consent resolutions dated October 31, 2016 and further approved by the shareholders holding a majority of the total issued and outstanding shares of common stock of the Company pursuant to written consent resolutions dated October 31, 2016.

AtCommon stock issued and outstanding

On May 31, 2016 and effective October 3, 2016, the Company’s previous majority shareholder, sole executive officer and member of the Board of Directors, entered into certain stock purchase agreements (collectively, the “Stock Purchase Agreements”) with certain individuals and/or entities (collectively, the “Investors”). In accordance with the terms and provisions of the Stock Purchase Agreements, the then majority shareholder sold and transferred at a per share price of $0.037 the control block of the Company consisting of 5,000,000 shares of restricted common stock and representing approximately 62.5% of the total issued and outstanding shares of common stock.

During the quarter period ended, November 30, 2017, the Company issued 4,720,532 shares in connection with the Share Exchange Agreement as explained above. The remaining shares of 528,094 are included in common stock to be issued.

As at November 30, 2017 the Company has 124,720,532 outstanding common stock comprising of 79,717,199 restricted stock and 45,003,333 unrestricted stock. As at February 28, 2017, the Company has 120,000,000 outstanding common stock comprising of 75,000,000 restricted stock and 45,000,000 unrestricted stock.

Common stock to be issued

Common stock to be issued of 3,022,844 shares comprise of:

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Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

Preferred stock

On April 20, 2017, the Board of Directors authorized the issuance of the 1,000,000 shares of Series A Preferred Stock to its sole executive officer and member of the Board of Directors in consideration of his services performed during the year ended February 28, 2017. These preferred stocks contain certain rights and preference as detailed below:

	·	In the event of acquisition of the Company, the preferred stock holder to receive 20% of the aggregate valuation of such merger;
	·	The holder can convert each share of preferred stock into 100 shares of common stock; and
	·	Each holder of preferred stock shall be entitled to cast 200 votes.

The fair value of these 1,000,000 preferred stock amounting to $38,694,414 was determined by an independent valuation using the assumptions i. e. conversion value, control premium of 11.15% based on similar publicly trading companies, voting and sale/merger rights of the stock and stock price of $0.69. As the issuance of preferred stock related to past services, therefore, this amount was recorded as stock based compensation in the combined statements of operations during the previous year ended February 28, 2017. The charge relating to three and nine months ended November 30, 2016 there were 120,000,000 sharesamounts to $9,673,604 and $29,020,811.

Warrants

On December 1, 2016, the Company issued 18,275,000 warrants to certain shareholders of common stock issuedthe Company for their services for the year ended February 28, 2017. These warrants have a strike price of $0.40 and outstanding (at February 29, 2016: 120,000,000 shareswill expire on December 1, 2019. The fair value of common stock issued and outstanding).these warrants was measured at the date of grant using the Black-Scholes option pricing model using the following assumptions:

At November 30, 2016, theregrant date the fair value of these warrants were no issued and outstanding preferreddetermined at $2,110,333. As the issuance of warrants related to past services, therefore, this amount was recorded as stock stock options or warrants.based compensation in the combined statements of operations during the year (fourth quarter) ended February 28, 2017.

Note 4: Going Concern

These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $73,933 asAs at November 30, 2016 ($54,663 as at2017 and February 29, 2016)28, 2017, there were 18,275,000 warrants were outstanding, fully vested and further losses are anticipatedwith a remaining contractual life term of 2.00 and 2.75 years, respectively.

Stock Based Options

On August 16, 2017, the Company approved Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options and issued 5,486,500 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the developmentsuccess of its business raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to remain in business, the Company will need to raise capital in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.Company.

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Note 5: Recently Issued Accounting Pronouncements

The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the consolidated financial position and/or results of operations.

On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations.

On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the consolidated financial position and/or results of operations.

In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the consolidated financial position and/or results of operations.

Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

On November 27, 2017, the Company approved the issue of a second tranche of 120,000 options to a new Director of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options.

As at November 30, 2017, the company has issued 5,606,500 options.

The fair value of each option granted is estimated at the time of grant using Black-Scholes option pricing model with the following assumptions:

For Tranche 1, 50% of the grants will vest immediately and 50% will vest one year from grant date and for Tranche 2, 100% of the grants vest immediately.

All grants will expire on the fifth anniversary of the grant date. The risk-free interest rate is based on the yield of U.S. Treasury securities that correspond to the expected holding period of the options. The volatility was determined based on company’s historical stock prices. The expected forfeiture (attrition) rates were based on the position of the consultants receiving the options. The dividend yield was based on an expected future dividend rate for the period at the time of grant.

The following table summarizes the stock option activities of the Company:

		Number of options				Weighted average exercise price ($)
Granted			5,606,500				0.200
Excercised			—				0.200
Outstanding as of November 30, 2017			5,606,500				0.200

The fair value of tranche 1 options at the issuance date was determined at $1,087,917 out of which $136,076 and $725,046 were expensed during the three and nine months ended November 30, 2017 respectively based on vesting period and were included in stock based compensation with corresponding credit to additional paid-in-capital.

The fair value of tranche 2 options at the issuance date was determined at $19,353 and expensed entirely in the quarter ended November 30, 2017.

As at November 30, 2017 there were 5,606,500 stock options outstanding, 2,863,250 vested and with a remaining contractual life term of 4.71 years

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Note 6: Subsequent Events

Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

The Company’s transactions with related parties were carried out on normal commercial terms and in the normal course of the Company’s business. Other than disclosed elsewhere in the unaudited condensed combined financial statements, the related party transactions and balances are as follows:

Research and development expenses for the three and nine months ended November 30, 2017 include consulting charges from shareholders and related parties of $54,524 and $182,619, respectively (2016: $104,267 and $273,335 respectively).

9. COMMITMENTS

On March 8, 2016, the Company entered into an operating lease contract for its office premises in Oakville, Ontario for a three year and eight months term commenced from May 1, 2016. The monthly lease payment is between $3,350 to $4,890 plus applicable taxes.

On December 6, 2016, the Company entered into a second operating lease contract for its additional office premises in Oakville, Ontario for a three year term commencing from January 1, 2017. The monthly lease payment is between $2,500 to $3,800 plus applicable taxes.

10. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent eventevents up to January 17, 2017,16, 2018, the date the condensed combined financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent event:events:

OnDuring December 9, 2016,2017, the Board of Directors and the holders of a majority of theCompany sold 428,571 shares of common stock approvedto one investor through a forward splitprivate placement at a price of such shares by a ratio of fifteen for one (15:1) (the “Forward Split”) and a change in the name of the Company to “Gripevine Inc.” (the “Name Change”). The Company filed the certificate of amendment (the “Certificate”) to its articles of incorporation with the State of Nevada effectuating the Name Change and the Forward Split on December 22, 2016. The Forward Split and Name Change became effective on the OTC Bulletin Board on January 5, 2017 based upon the filing of appropriate documentation with the Financial Industry Regulatory Authority, Inc (“FINRA”). As a result of the Forward Split, our total issued and outstanding shares of$0.35 per common stock increased from approximately 8,000,000 shares to 120,000,000 sharesand received gross proceeds of common stock.$150,000.

On January 13,During December 2017, theour Board of Directors of Gripevine Inc. authorized the execution of those certain share purchase warrant nos. 1 through 27 dated effective December 1, 2016 (collectively, the “Share Purchase Warrants”(the “Board”) with certain shareholders of the Company. The terms and provisions of the Share Purchase Warrants provide for the issuance ofapproved an aggregate 13,162,500 warrants (the “Warrants”). The Warrants are exercisable into 13,162,500of 5,674,944 shares of the Company’sour restricted common stock for a periodto certain non-affiliated consultants (the “Consultants”) in consideration of three years commencing December 1, 2016 and expiring December 1, 2019 at an exercise pricevarious services rendered to the Company. As of $0.40 per share.the date of this Quarterly Report, these shares are not issued.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONSCONDITION AND RESULTS OF OPERATIONS.OPERATIONS

The following discussion provides an analysis of ourthe Company’s financial condition changes in financial condition, plan of operations and results of operations and should be read in conjunction with our unaudited interim consolidated financial statements for the three monthsInterim Condensed Combined Financial Statements and nine months ended November 30, 2016 and 2015, together with the notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q.10-Q and with the Company’s Annual Report on Form 10-K filed for the fiscal year ended February 28, 2017. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

OVERVIEWOverview

Gripevine, Inc. (formerly, formerly known as Baixo Relocation Services, Inc. (the "Company"),) a Nevada corporation, was incorporated on January 7, 2014 in the State of Nevada. We previously operated a consulting business whereby we provided personalized relocation services to clients, both individual and corporate, who were relocating to the state of Goa. We assisted clients who intended to relocate to the region for temporary, long-term, and permanent periods. We offered a wide range of relocation services to our clients, including arranging and assisting with transportation in the state of Goa, India, household goods movement, appropriate immigration documentation, real estate rental and purchases, children’s’ education registration, area orientation, housekeeping, utilities connections, banking introductions, local transportation, tax compliance, and language and cultural training.

As of the date of this Quarterly Report, we are deemed to be a shell corporation as defined in Rule 230.405 of the Securities Act and, therefore, issued shares of restricted stock available for sale under Rule 144 may be affected. We must cure ourselves of our shell status by: (i) no longer fitting the definition of a shell company as defined in Rule 144(i)(1); (ii) subjecting to the reporting requirements under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and filing all reports (other than Form 8-K reports) required under the Exchange Act for the preceding twelve months; and (iii) filing current “Form 10 information” with the Securities and Exchange Commission reflecting our status as an entity that is no longer an issuer described in Rule 144(i)(1) and one year has elapsed since the filing of the "Form 10 information" with the Securities and Exchange Commission.

Change in Control

Effective October 3,Nevada on January 7, 2014. On May 31, 2016, Rosy Rodrigues (“Rodrigues”), theour prior majority shareholder, sole executive officer and member of the Board of Directors, of Baixo Relocation Services, Inc., a Nevada corporation (the “Company”) entered into those certain stock purchase agreements effective October 3, 2016 (collectively, the “Stock Purchase Agreements”) with certain individuals and/or entities (collectively, the “Investors”). In accordance with the terms and provisions of the Stock Purchase Agreements, Rodrigues sold and transferred at a per share price of $0.037 the control block of the Company consisting of 5,000,000 shares of restricted common stock andat a per share price of $0.037, representing approximately 62.5% of the total issued and outstanding shares of common stock.

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Submissionstock and resulting in a change in control. The Company operated as a relocation service provider for clients moving to the State of Matters toGoa, India. Effective February 28, 2017, we entered into a Voteshare exchange agreement (the “Share Exchange Agreement”) with MBE Holdings Inc., a private corporation organized under the laws of Security Holders

On December 9, 2016,Delaware (“MBE”) and the majority shareholders of MBE (the “MBE Shareholders”), pursuant to which Share Exchange Agreement we acquired all the Company approved a forward stock splittechnology and assets and assume all liabilities of fifteen for one (15:1)MBE and MBE became our wholly-owned subsidiary. In accordance with the terms and provisions of the Company'sShare Exchange Agreement, an aggregate of 5,248,626 shares of our restricted common stock are to be issued to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE. As of the date of this Quarterly Report, an aggregate 4,720,532 shares of our restricted common stock (the “Stock Split”)have been issued to the MBE Shareholders. See “Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Share Exchange Agreement”.

MBE was formed as a limited liability company on April 13, 2010, and subsequently converted into a corporation on August 3, 2012, under the laws of the State of Delaware. MBE is engaged in research and development activities to offer an online complaint resolution platform for consumers and business, including ratings, reviews and polling’s. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. The Share Exchange Agreement resulted in a change in the name of the Company from "Baixo Relocation Services Inc." to "Gripevine Inc." (the "Name Change"). Pursuant to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the Stock Split and the Name Change. The Company’s articles of incorporation does not authorize cumulative voting. As of the record date of December 9, 2016, the Company had 8,000,000 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 4,300,000 votes, which represents approximately 53.75% of the voting rights associated with the Company’s shares of common stock. The consenting stockholders voted in favor of the Stock Split and the Name Change described herein in a unanimous written consent dated December 9, 2016.

The Board of Directors had previously considered factors regarding their approval of the Stock Split including, but not limited to: (i) current trading price of the Company’s shares of common stock on the OTCQB Market and potential to increase the marketability and liquidity of the Company’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; (iv) desire to mitigate short sellers and the adverse impact on the marketplace and trading of the Company’s shares; and (v) contemplation of proposed transaction with a corporate entity resulting in change of business operations. The Board of Directors of the Company approved the Name Change and the Stock Split and recommended the majority shareholders of the Company review and approve the Name Change and the Stock Split.

Amendment to Articles of Incorporation - Name Change and Forward Stock Split

The Amendment was filed with the Secretary of State of Nevada on December 22, 2016 changing the name of the Company to "Gripevine Inc." (the "Name Change"). The Name Change was effected to better reflect the futureoverall business operations of the Company. The Company’s trading symbol is “BXROD”. The “D” will be removedCompany bringing potential value to our shareholders. Following the Share Exchange Agreement, we ceased operations as a relocation service provider and engaged in twenty business daysdeveloping and the Company’s new trading symbol will be “GRPV”.building an online resolution platform.

Since consummation of the Share Exchange Agreement resulting in MBE being our wholly-owned subsidiary, we have been involved in the ongoing development and marketing of “Gripevine”, which is a social customer experience platform for social customer service and consumer reviews. “Gripevine” includes a proprietary process to assist companies in resolving customer service complaints (the “Gripevine Proprietary Process” or “Gripevine”). The Stock Split was effectedGripevine Proprietary Process helps consumers achieve resolutions while enabling businesses to improve consumer loyalty. Our platform includes the handling of ratings, reviews, complaint resolution statuses while offering data collection features such as scoring, polling, comments, voting, and credibility points – all with the aim of January 5, 2017 based upon the filing of appropriate documentationcreating a home for connections, resolution, business improvement, and loyalty enhancement. Consumers with FINRA. The Stock Split increased the Company's total issuedlegitimate customer service complaints can post it (“plant a gripe”) and outstanding shares of common stock from approximately 8,000,000 sharesconnect with companies who in turn can interact with their customers on a level playing field to 120,000,000 shares of common stock. The common stock will continue to be $0.001 par value.find an amicable resolution.

The new cusip number forUnlike other review sites that cater specifically to accumulating and displaying consumer feedback, the CompanyGripevine business model offers significant value to both consumers and businesses. Management of the Corporation believes that the Gripevine Proprietary Process brings fairness and balance by: (i) ensuring users are real; (ii) allowing companies to reach out and verify customer identity; (iii) flagging as fake those consumers who are not identifiable; and (iv) providing companies free access to their customers. Gripevine’s unique proposition in this social customer experience space is 39861P 100.to create consumer-company connections in order to drive loyalty through efficient and effective handling of online customer feedback and commentary.

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RESULTS OF OPERATIONSResults of Operations

The following discussions are based on our consolidatedinterim condensed combined financial statements, including our subsidiaries.wholly owned subsidiary. These charts and discussions summarize our financial statements for the three and nine monthsmonth period ended November 30, 20162017 and November 30, 20152016, and should be read in conjunction with the Company’s audited combined financial statements for the years ended February 28, 2017 and February 29, 2016 and notes thereto included with our most recentin the Form 10-K for fiscal year ended February 29, 2016.filed with the SEC on June 14, 2017.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Corporation’s actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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Nine Month Period Ended November 30, 2017 Compared to Nine Month Period Ended November 30, 2016

Balance sheet – as at November 30, 2016 and February 29, 2016Total Revenue.

At November 30, 2016, our current assets were $8 and our current liabilities were $4,146. Current assets comprised $8 in cash and current liabilities comprised of $4,146 in accrued liabilities.

As of November 30, 2016, our total assets were $8 comprised of $8 in current assets. The decrease in total assets during the nine month period ended November 30, 2016 from fiscal year ended February 29, 2016 was primarily due to the decrease in cash of $15,465.

As of November 30, 2016, our total liabilities were $4,146 comprised of $4,146 in current liabilities. The increase in liabilities of $3,805 during the nine month period ended November 30, 2016 from fiscal year ended February 29, 2016 was primarily due to the filing and professional fess.

Stockholders’ equity decreased from $15,132 for fiscal year ended February 29, 2016 to stockholder deficit of $4,138 for the nine month period ended November 30, 2016.

Statement of Operations

SUMMARY COMPARISON OF OPERATING RESULTS
		Nine Month Period ended November 30
		2016				2015
Total Operating Expenses		$	19,270			$	24,733
Net Loss			(19,270	)			(24,733	)
Net Loss Per Share			(0.00	)			(0.00	)

For the nine months ended November 30, 2016 and 2015.

Our net loss for the nine month period ended November 30, 2016 was $19,270 compared to a net loss of $24,733 during the nine month period ended November 30, 2015 (a decrease in net loss of $5,463. We did not generate any revenue during the nine month periods ended November 30, 2016 and2017 or November 30, 2015, respectively.2016.

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Operating expenses.During the nine month period ended November 30, 2016,2017, we incurred operating expenses in the amount of $19,270$1,644,983 compared to $24,733 incurred during the nine month period ended November 30, 2015 (a decrease of $5,463. These operating expenses incurred during the nine month period ended November 30, 2016 consisted of:of $30,089,716 (a decrease of $28,444,733). Operating expenses include: (i) general and administrative of $7,483 (2015: $4,502)$300,818 (2016: $290,323); (ii) research and development expenses of $599,766 (2016: $778,582); and (ii)(iii) stock based compensation of $744,399 (2016: $29,020,811). General and administrative expenses increased by $10,495 mainly due to an increase in professional feesfees. Research and development expenses decreased by $178,816 based on streamlining the services and scope of $11,787 (2015: $20,231).work of existing consultants. Stock based compensation also decreased by $28,276,412 mainly relating to (a) the fair value of $38,694,414 for which a charge for the nine months ended November 30, 2016 was $29,020,811 pertaining to the issuance of 1,000,000 shares of Series A Preferred Stock to Richard Hue, our President/Chief Executive Officer; and (b) the valuation of the grant of 5,606,500 stock options resulting in $744,399 expensed during the nine month period ended November 30, 2017.

Operating expensesNet Loss.Our net loss for the nine month period ended November 30, 2017 was $1,644,983 compared to a net loss of $30,089,716 during the nine month period ended November 30, 2016 (a decrease in net loss of $28,444,733). We did not generate any revenue during the nine month periods ended November 30, 2017 and November 30, 2016, respectively.

Translation Adjustment.During the nine month period ended November 30, 2017, we incurred a translation adjustment of ($104,305) compared to ($18,539) incurred during the nine month period ended November 30, 2016 decreased compared torepresenting change in the nine month period ended November 30, 2015 primarily due toforeign exchange rate as a decrease in professional feesresult of $8,444, partially offset by an increase in General expenses amounting to $2,981.translating transaction and balances of Canadian based subsidiary.

Our loss from operations during the nine month period ended November 30, 2016 was $19,270 compared to a loss from operations of $24,733 during the nine month period ended November 30, 2015.

During the nine month period ended November 30, 2016 and November 30, 2015, respectively, we did not incur any other expense.

Therefore, we realized a netComprehensive income (loss). Thus, this resulted in comprehensive loss of $19,270($1,540,678) or $0.0000($0.013) per share for the nine month period ended November 30, 20162017 compared to a netcomprehensive loss of $24,733($30,071,177) or $0.0000($0.251) per share for the nine month period ended November 30, 2015.2016. The weighted average number of shares outstanding was 120,000,000 post –Forward Stock Split120,909,775 for the nine month periods ended November 30, 2016 and November 30, 2015, respectively.

For the three2017 compared to 120,000,000 for nine months ended November 30, 2016 and 2015.

Our net loss for the three month period ended November 30, 2016 was $3,870 compared to a net loss of $2,642 during the three month period ended2016.

Three Month Period Ended November 30, 2015 (an increase in net loss of $1,228). 2017 Compared to Three Month Period Ended November 30, 2016

Total Revenue.We did not generate any revenue during the three month periods ended November 30, 2016 and2017 or November 30, 2015, respectively.2016.

Operating expenses.During the three month period ended November 30, 2016,2017, we incurred operating expenses in the amount of $3,870$420,375 compared to $2,642 incurred during the three month period ended November 30, 2015 (a decrease of $1,228). These operating expenses incurred during the three month period ended November 30, 2016 consisted of:of $10,069,929 (a decrease of $9,649,554). Operating expenses include: (i) general and administrative of $1,795 (2015: $1,189)$118,262 (2016: $77,895); (ii) research and development expenses of $146,684 (2016: $318,430); and (iii) stock based compensation of $155,429 (2016: $9,673,604). General and administrative expenses increased by $40,367 mainly due to an increase in professional fees. Research and development expenses decreased by $171,746 based on streamlining the services and scope of work of existing consultants. Stock based compensation also decreased by $9,518,175 relating to: (a) the fair value of $38,694,414 for which a charge for the three months ended November 30, 2016 was $ 9,673,604 pertaining to the issuance of 1,000,000 shares of Series A preferred stock to Richard Hue, our President/Chief Executive Officer; and (ii) professional feesthe valuation of $2,075 (2015: $1,453). Operating expensesthe grant of 5,606,500 stock options resulting in $155,429 expensed during the three month period ended November 30, 2017.

Net Loss.Thus, during the three month period ended November 30, 2017, this resulted in a net loss of ($420,375) compared to a net loss of ($10,069,929) for the three month period ended November 30, 2016.

Translation Adjustment.During the three month period ended November 30, 2017, we incurred a translation adjustment of $79,679 compared to ($21,478) incurred during the three month period ended November 30, 2016 decreased compared torepresenting change in the three month period ended November 30, 2015 primarily due to an increase in professional feesforeign exchange rate as a result of $622translating transaction and general and administrative costsbalances of $606.Canadian based subsidiary.

Our loss from operations during the three month period ended November 30, 2016 was $3,870 compared to a loss from operations of $2,642 during the three month period ended November 30, 2015.

During the three month period ended November 30, 2016 and November 30, 2015, respectively, we did not incur any other expense.

Therefore, we realized a netComprehensive loss. Thus, this resulted in comprehensive loss of $3,870$500,054 or $0.0000$0.004 per share for the three month period ended November 30, 20162017 compared to a netcomprehensive loss of $2,642$10,048,451 or $0.0000$0.084 per share for the three month period ended November 30, 2015.2016. The weighted average number of shares outstanding was 120,000,000 post-Forward Stock Split122,749,321 for the three month periods ended November 30, 2016 and2017 compared to 120,000,000 for three month period ended November 30, 2015, respectively.2016.

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LIQUIDITY AND CAPITAL RESOURCELiquidity and Capital Resources

AtNine Month Period Ended November 30, 2016,2017

As at the nine month period ended November 30, 2017, our current assets were $8$184,873 and our current liabilities were $4,146,$2,930,553, which resulted in a working capital deficit of $4,138.$2,745,680. As at the nine month period ended November 30, 2016,2017, current assets were comprised $8of: (i) $153,082 in cashcash; and (ii) $31,791 in prepaid and other receivables. As at the nine month period ended November 30, 2017, current liabilities were comprised of $4,146of: (i) $26,683 in liabilities.accounts payable; (ii) $28,083 in accrued liabilities; (iii) $2,046,526 in loans payable; (iv) $174,904 due to related parties; and (v) $654,357 due to shareholder.

We are actively seeking various financing operationsAs of the nine month period ended November 30, 2017, our total assets were $221,882 comprised of: (i) current assets of $184,873; and (ii) equipment, net of depreciation of $37,009. The increase in total assets during the nine month period ended November 30, 2017 from fiscal year ended February 28, 2017 was primarily due to meet the working capital requirements.an increase in cash of $120,404.

As of the nine month period ended November 30, 2017, our total liabilities were $2,930,553 comprised of current liabilities. The increase of $258,995 in total liabilities during the nine month period ended November 30, 2017 from fiscal year ended February 28, 2017 was primarily due to an increase in loans payable of $223,573, accounts payable of $4,358 and amounts due to a shareholder of $85,810 offset by a decrease in accrued liabilities of $50,744 and due to related party of $4,002.

Stockholders’ deficit increased from ($2,576,944) for fiscal year ended February 28, 2017 to ($2,708,671) for the nine month period ended November 30, 2017.

Cash Flows from Operating Activities

We have not generated positivenegative cash flows from operating activities. For the nine month period ended November 30, 2016,2017, net cash flows used in operating activities was $15,465($942,751) compared to net cash flows used in operating activities of $26,278($1,046,566) for the nine month period ended November 30, 2015.2016. Net cash flows used in operating activities consisted primarily of a net loss of $19,270 (2015: $24,733)($1,644,983) (2016: $30,089,716), which was partially adjusted by $3,805 (2015:stock based compensation of $744,399 (2016: $29,020,811) and depreciation of $17,780 (2016: $7,963). Net cash flows used in operating activities was further changed by: (i) an increase of $11,105 (2016: ($1,325)2,641)) in prepaid expenses and other receivables; (ii) an increase of $3,836 (2016: $20,841) in accounts payablepayable; and (iii) a decrease of ($52,678) (2016: ($3,824)) in accrued liabilities.

Cash Flows from Investing Activities

For the nine month period ended November 30, 2016 and November 30, 2015, net2017, we used cash flows usedof $11,998 (2016: $14,486) in investing activities, was $-0- .which consisted of purchase of equipment.

Cash Flows fromFrom Financing Activities

For the nine month periods ended November 30, 2016 and November 30, 2015, netNet cash flows provided from financing activities during the nine month period ended November 30, 2017 was $-0-.

Our cash balance at$1,100,441, which consisted of: (i) $873,163 in proceeds from issuance of shares; (ii) $166,687 in loans payable; and (iii) $69,552 due to a shareholder, which was offset by ($8,961) due to a related party. During the nine month period ended November 30, 2016, cash flows provided by financing activities was $8. If additional funds become required before generation$1,064,424, which consisted of revenue, the additional funding may come from debt financing or equity financing from the sale of our common stock.

Our future financial results are also uncertain$951,666 in loans payable and $159,792 due to a number of factors, some ofshareholder, which are outside our control. These factors include, but are not limited to:was offset by ($47,034) due to related parties.

	¨	our ability to raise additional funding;
	¨	interest by online users to retain us for our services which will generate revenue.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists a substantial doubt about our ability to continue as a going concern.Material Commitments

The detailed analysis of the risk factors is disclosed our Company’s registration statement Form S-1 as filedbalances due to related parties and shareholder are interest free, unsecured and are repayable on demand. The balances due to related parties and shareholders are mainly in connection with the Securitiesservices and Exchange Commission.financing provided for the development of an online complaint resolution platform.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the nine month period ended November 30, 2017 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

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Future FinancingsPlan of Operation

As at November 30, 2016,2017, we had a working capitalan accumulated deficit of $4,138$48,279,952 and we will require additional financing in order to enable us to proceed with our plan of operations.

When we will require additional financing, there can be no assurance that additional financing will be available to us, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues. There is no assurance we will ever reach that point. In the meantime the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

We require approximately $15,000$150,000 for the next 12 months as a reporting issuer and additional funds are required. Before generation of revenue, the additional funding may come from equity financing from the sale of our common stock or loans from management or related third parties. In the event we do not raise sufficient capital to implement its planned operations or divest, your entire investment could be lost.

Going Concern ConsiderationWe have not paid any sums for public relations or investor relations.

The reportRecent Accounting Pronouncements

Please see Note 4 — “Recent Accounting Standards” to the Condensed Consolidated Financial Statements for a discussion of the effects of recently issued accounting pronouncements.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. To apply these principles, we must make estimates and judgments that affect our independent registered publicreported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. In many instances, we reasonably could have used different accounting firm forestimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time and under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. We refer to accounting estimates and judgments of this type as critical accounting policies, judgments, and estimates. Management believes there have been no material changes during the three months ended November 30, 2016 included a going concerned paragraph because2017 to the critical accounting policies reported in “Management’s Discussion and Analysis of a substantial doubt aboutFinancial Condition and Results of Operations” in our ability to continue as a going concern basedAnnual Report on Form 10-K for the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal year ended February 28, 2017.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

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ITEM 3. QUANTITATIVE AND QUALITATIVE AND QUNTITATIVE DISCLOSUREDISCLOSURES ABOUT MARKET RISKSRISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of November 30, 20162017 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION