UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant

[ X ]

Filed by a Party other than the Registrant

[    ]

Check the appropriate box:

VGRAB COMMUNICATIONS INC.

(Name of Registrant as Specified in its Charter)

_________________

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

No fee required

Emerging growth company [  ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)

Title of each class of securitiesIf an emerging growth company, indicate by check mark if the registrant has elected not to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit priceuse the extended transition period for complying with any new or other underlying value of transaction computedrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

Act. [    ]

Fee paid previously with preliminary materials.

[    ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

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4)

Date Filed:

TABLE OF CONTENTS

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VGRAB COMMUNICATIONS INC.

NOTICE OF 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON

JUNE 11, 2015

To the Company’s Shareholders:

Notice is hereby given that the 20152020 Annual General Meeting (the “Meeting”) of the shareholders of VGrab CommunicationsDuesenberg Technologies Inc., a British Columbia corporation (the “Company”), will be held at Suite 704, 595virtually via teleconference with the originating location of 704-595 Howe Street, Vancouver, British Columbia, Canada on June 11, 2015,April 15, 2021, commencing at 6:00 p.m. (Pacific Time), for the following purposes:

1.

To elect twofive members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified.

2.

To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year ending October 31, 2015.year. 

3.

To consider and act upon such other business as may properly come before the Meeting or any adjournment thereof.

Only shareholders of record at the close of business on May 12, 2015February 16, 2021, are entitled to notice of, and to vote at, the Meeting. Please email bon@stockslaw.com for dial-in information or contact the Company directly.

Shareholders unable to attend the meeting in person are requested to read the enclosed proxy statement and proxy and then complete and deposit the proxy in accordance with its instructions. Unregistered shareholders must deliver their completed proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the proxy to them.

BY ORDER OF THE BOARD OF DIRECTORS OF

VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

/s/ Jacek P. SkurtysLim, Hun Beng

Jacek P. Skurtys,Lim, Hun Beng,

Chief Executive Officer, Chief Financial Officer,

President and Director

Vancouver, British ColumbiaPenang, Malaysia

May 14, 2015March 15, 2021

IMPORTANT

Whether or not you expect to attend in person, the Company urges you to sign, date, and return the enclosed proxy at your earliest convenience. This will help to ensure the presence of a quorum at the Meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your proxy will not prevent you from voting your stock at the Meeting if you desire to do so, as your proxy is revocable at your option.

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VGRAB COMMUNICATIONSDUESENBERG TECHNOLOGIES INC.

Suite 810, 789 West Pender StreetNo 21, Denai Endau 3,Seri

Vancouver, British Columbia, Canada V6C 1H2Tanjung Pinang,

Tanjung Tokong, Penang,

PROXY STATEMENT10470 Malaysia

FOR THE 2015 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

TO BE HELD ON JUNE 11, 2015

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of VGrab CommunicationsDuesenberg Technologies Inc. (“we”, “us”, “our” and the “Company”) for use at the 2015 annual general meeting2020 Annual General Meeting of the shareholders of the Company (the “Meeting”) to be held on June 11, 2015April 15, 2021 at 6:00 p.m. (Pacific Time) at Suite 704, 595704-595 Howe Street, Vancouver, British Columbia, Canada and at any adjournment thereof, for the purposes set forth in the preceding Notice of Annual General Meeting.

This Proxy Statement, the Notice of Annual General Meeting and the enclosed Form of Proxy are expected to be mailed to the Company’s shareholders on or about MayMarch 15, 2015.2021.

The Company does not expect that any matters other than those referred to in this Proxy Statement and the Notice of Annual General Meeting will be brought before the Meeting.  However, if other matters are properly presented before the Meeting, the persons named as proxy appointees will vote upon such matters in accordance with their best judgment. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on June 11, 2015.April 15, 2021.  This Proxy Statement to the shareholders is available at the Company’s principalrecords office.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

Why am I receiving this Proxy Statement and proxy card?

You are receiving this Proxy Statement and proxy card because you are a shareholder of record as at the close of business on May 12, 2015February 16, 2021 (the “Record Date”), and are entitled to vote at this Meeting.  This Proxy Statement describes issues on which the Company would like you, as a shareholder, to vote.  It provides information on these issues so that you can make an informed decision.  You do not need to attend the Meeting to vote your shares.

When you sign the proxy card you appoint Jacek P. Skurtys,Lim, Hun Beng, Chief Executive Officer Chief Financial Officer, President and a Director of the Company, and Nelson Da Silva, a DirectorLiong, Fook Weng, Chief Financial Officer of the Company, as your representatives at the Meeting. As your representatives, they will vote your shares at the Meeting (or any adjournments or postponements) as you have instructed them on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is a good idea to complete, sign and return your proxy card in advance of the Meeting, just in case your plans change.

If an issue comes up for vote at the Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, your representatives will vote your shares, under your proxy, at their discretion, subject to any limitations imposed by law.

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your proxy to vote at the Meeting.

Who pays for this proxy solicitation?

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to these beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the shares at the Company's discretion. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company’s directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

Who is entitled to attend and vote at the Meeting?

Only shareholders of the Company of record at the close of business on May 12, 2015February 16, 2021 (the “Record Date”), will be entitled to vote at the Meeting.  Shareholders entitled to vote may do so by voting those shares at the Meeting or by proxy.

What matters am I voting on?

You are being asked to vote on the following matters:

1.

To elect twofive members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified.

2.

To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year ending October 31, 2015.year. 

The Company will also consider any other business that properly comes before the Meeting.

How do I vote?

You have several voting options. You may vote:

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by signing your proxy card and mailing it to the Company’s legal counsel at the address on the proxy card;

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by signing and e-mailing your proxy card to the Company’s legal counsel for proxy voting atto the e-mail address provided on the proxy card;

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throughby signing and faxing your proxy card to the internet by followingCompany’s legal counsel for proxy voting to the instructions set out infax address provided on the proxy card; and

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by attending the Meeting and voting in person.

If your shares are held in an account with a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in a “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy card from your broker, bank, or other nominee.

What if I share an address with another person and we received only one copy of the proxy materials?

The Company will only deliver one Proxy Statement to multiple shareholders sharing an address unless it has received contrary instructions from one or more of the shareholders. The Company will promptly deliver a separate copy of this Proxy Statement to a shareholder at a shared address to which a single copy of the document was delivered upon oral or written request to:

VGrab CommunicationsDuesenberg Technologies Inc.

Attention: Jacek P. Skurtys,Lim, Hun Beng, Chief Executive Officer

Suite 810, 789 West Pender Street

Vancouver, British Columbia, Canada V6C 1H2

No 21, Denai Endau 3,Seri Tanjung Pinang, Tanjung Tokong, Penang, 10470 Malaysia Shareholders may also address future requests for separate delivery of Proxy Statements and/or annual reports by contacting the Company at the address listed above.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting.  You may do this by:

(a)

executing and delivering a written notice of revocation of proxy to the office of the Company at any time before the taking of the vote at the Meeting;

(b)

executing and delivering a later-dated proxy relating to the same shares to the office of the Company at any time before taking of the vote at the Meeting; or

(c)

attending the Meeting in person and:

(i)

giving affirmative notice at the Meeting of your intent to revoke your proxy; and

(ii)

voting in person. 

Any written revocation of proxy or subsequent later-dated proxy should be delivered to the office of the Company as follows: VGrab CommunicationsDuesenberg Technologies Inc., Attention: Jacek P. Skurtys,Lim, Hun Beng, Chief Executive Officer, Suite 810, 789 West Pender St., Vancouver, British Columbia, Canada V6C 1H2.No 21, Denai Endau 3,Seri Tanjung Pinang, Tanjung Tokong, Penang, 10470 Malaysia.  Attendance at the Meeting will not, by itself, revoke a shareholder’s proxy without the giving of notice of intent to revoke that proxy.

What constitutes a quorum?

In order to hold a valid meeting ata minimum of two shareholders of the Company must be represented in person or represented by proxy.

In the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote upon such adjournment after consideration of all circumstances that may bear upon a decision to adjourn the Meeting. Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.  The Company will pay the costs of preparing and distributing to shareholders additional proxy materials, if required in connection with any adjournment. Any adjournment will require the affirmative vote of a majority of those securities represented at the Meeting in person or by proxy.

How are abstentions and broker non-votes treated?

Shareholders who abstain from voting on any or all proposals, but who are present at the Meeting or represented at the Meeting by a properly executed proxy will have their shares counted as present for the purpose of determining the presence of a quorum.  Broker non-votes will also be counted as present at the Meeting for the purpose of determining the presence of a quorum.  However, abstentions and broker non-votes will not be counted either in favor or against any of the proposals brought before the Meeting.  A broker non-vote occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares.

What vote is required to approve each item?

In order for a proposal to be approved, the number of votes cast at the Meeting in favor of the proposal must be greater than the number of votes cast against the proposal.  As of the Record Date, there were 30,806,66143,892,801 shares of common stock outstanding and entitled to vote. The affirmative vote of the holders of a majority of the Company’s common stock represented at the Meeting in person or by proxy is required to approve the following proposals:

1.

To elect twofive members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified.

2.

To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year ending October 31, 2015.year. 

Therefore, the number of votes cast at the Meeting in favor of each of the above proposals must be greater than the number of votes cast against each respective proposal.

Shareholder votes on that are conducted on an advisory basis are not binding on the Company’s Board of Directors.  As such, no votes are required on to approve executive compensation or to determine the frequency of shareholder advisory votes on executive compensation.

Will my shares be voted if I do not sign and return my proxy card?

If your shares are held through a brokerage account, your brokerage firm, under certain circumstances, may vote your shares.

If your shares are registered in your name, and you do not sign and return your proxy card, your shares will not be voted at the Meeting.

Will I be entitled to appraisal rights under British Columbia law?

Under the British Columbia Business Corporations Act, the Company’s shareholders are not entitled to appraisal rights in connection with proposals.

When are the shareholder proposals due for the 20152021 Annual Meeting?

The deadline for submitting a shareholder proposal for inclusion in the Company’s proxy statement and form of proxy for its 20162021 annual meeting of shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is January 14, 2016;December 31, 2021; provided, however, that in the event the Company holds its 20162021 annual meeting more than 30 days before or after the one year anniversary date of the Company’s 2015 annual2020 Annual meeting, the Company will disclose the new deadline by which proxies must be received under Item 5 of the Company’s earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform shareholders.  In addition, shareholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

Any shareholders who wish to submit a proposal are encouraged to seek independent counsel about SEC requirements.  The Company will not consider any proposals that do not meet the SEC requirements for submitting a proposal.  Notices of intention to present proposals for the Company’s next annual meeting should be delivered to VGrab CommunicationsDuesenberg Technologies Inc., Suite 810, 789 West Pender St., Vancouver, British Columbia, Canada V6C 1H2,No 21, Denai Endau 3,Seri Tanjung Pinang, Tanjung Tokong, Penang, 10470 Malaysia, Attention: Jacek P. Skurtys,Lim, Hun Beng, Chief Executive Officer.

PROPOSAL NUMBER ONE - ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of twofive directors: Jacek P. SkurtysLim Hun Beng, Ong See-Ming, Liong Fook Weng, Chee Wai Hong, and Nelson Da Silva.Carl Jürgen Barth.  At the Meeting, shareholders will elect twofive directors to serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified, or until their death, resignation or removal. Unless marked otherwise, proxies received will be voted “FOR” the election of the twofive nominees named below.

Directors are elected by a plurality of the votes present in person and represented by proxy and entitled to vote at a meeting at which a quorum is present. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees for director named above. Abstentions will be counted as present for purposes of determining the presence of a quorum. If a quorum is present, the nominees for director receiving the highest number of votes will be elected as directors. Abstentions will have no effect on the vote. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board of Directors may propose.

Nominees

The Board of Directors intends to nominate the twofive persons identified as its nominees in this proxy statement.  The names of each nominee and certain information about them are set forth below:

There is no family relationship between the Company’s directors and there are no legal proceedings to which any of the directors are a party adverse to the Company or in which any of the Company’s directors have a material interest adverse to the Company.  Set forth below is a brief description of the background and business experience of each director for the past five years:

Jacek P. Skurtys Lim Hun Beng started his career in his early twenties. His main focus throughout the years has servedbeen strategic business and property development in the Asia, more specifically, Malaysia and China. In 1992, Mr. Lim set up a joint-venture company with the local government of the city of Zhuhai, China to develop a 3.6 km2 property, which includes Formula One standard race circuit, a 36-hole golf course, and a mix of residential and commercial buildings. In 2006, Mr. Lim founded Hampshire Group, the Company actively involved in green energy, environmentally-friendly property development and agriculture. In 2010 Mr. Lim took over Linear Group, a Malaysian corporation specializing in manufacturing and operating industrial HVAC projects.

Ong, See-Ming, was born in Singapore but spent his formative years in the U.K. After going to school in London and graduating from Oxford University with a degree in Oriental Studies, Mr. Ong started his banking career in the City of London. Initially, he worked as a portfolio manager, but later relocated back to Singapore and specialized in wealth management. Mr. Ong has held senior positions with Standard Chartered, Barclays and Societe Generale. He now travels extensively throughout South East Asia providing corporate advisory services to start up businesses and holds personal stakes in some of these companies.

Liong Fook Weng, was born in Malaysia and received his master’s degree in Business Administration from the Company’s Chief Executive Officer, Chief Financial Officer, PresidentUniversity of Durham, the United Kingdom, he also has his business certificate in hospitality from Michigan State University, USA. Since 1991, Mr. Liong has held many senior management positions in several publicly listed and privately owned companies within the manufacturing, and ecommerce industries. He has more than 20 years experience in managing the companies and contributing to their expansion plans through streamlining their financial strategies or corporate restructuring.

Chee Wai Hong, was born in Malaysia and is currently a practicing Advocate & Solicitor there. Mr. Chee graduated with a law degree from University of London and obtained a Master’s Degree in Business Administration (Finance) from Northern University of Malaysia.  Mr. Chee is also a qualified Chartered Accountant being a Fellow of the Association of Chartered & Certified Accountants (United Kingdom), a member of Malaysian Institute of Accountants and is a member of the Company’s BoardMalaysian Bar.  Mr. Chee practices actively in the area of Directors since February 10, 2015.corporate law and litigation and has extensively advised many publicly listed companies in Malaysia and Singapore.  He has helmed executive and independent directorship positions in several publicly listed companies in Malaysia.

Jürgen Barth, hails from Thum, Saxony, Germany and is a German engineer and successful race car driver.  Mr. Skurtys has approximately 25 yearsBarth won the 1977 24 Hours Le Mans in a Porsche 936, the 1980 1,000 km Nürburgring and the 2014 CER Championship with a Porsche 911 Carrera RSR 3.0.  In 1982 Mr. Barth served as Director of managing various telecommunicationPorsche Customer Racing and media businesses.  Since March 2012,headed a new department in Weissach for the manufacture and sale of Porsche Groupe C and 911 race cars.  Mr. Skurtys has been CSOBarth served as President of the Hampshire Group.FIA Sports Car Commission from 1982-1986, is the originator of the OSCAR Organization for Groupe C racing, 1984-1989, is a Permanent Steward of the German DTM Championship, and from 1999 to 2015 was the representative of the Manufactures in the FIA Historic Commission as well as the 2017 Race Director for the LMP3 Series in China, just to list a few of his accolades.  Mr. SkurtysBarth is also an executive director of Linear Corporation Behard, which is an HVAC equipment provider.  Previously, Mr. Skurtys served as Chief Operating Officera distinguished author having written over 10 books about Porsche Racing Cars with the most important being “The Porsche Book”, a 3 Volume and Vice-President of Proyektor LLC from 2006 to 2011. Mr. Jacek P. Skurtys holds MA Degree at Warsaw University, School of International Affairs and received Cambridge Proficiency Certificate in 19861,550-page set.

Nelson Da Silva has over 25 years of experience working with numerous mining companies in the public sector. From 2009 to 2012, Mr. Da Silva worked with Rain Communications Corp, a full service investor relations firm specializing in early stage mining and exploration companies. For the past two years, Mr. Da Silva has been providing consulting services as an independent contractor.

Required Vote

The affirmative approval of the holders of record on the Record Date of a majority of the voting power of the outstanding common shares present at the Meeting, either in person or by proxy, is required to approve Proposal Number One.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE UNLESS THE SHAREHOLDER SPECIFIES OTHERWISE IN THE PROXY.

PROPOSAL NUMBER TWO - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm of Dale Matheson Carr-Hilton Labonte LLP (“DMCL”) audited the Company’s financial statements for the yearyears ended October 31, 2014,2020 and 2019, and has been recommended by the Board of Directors pursuant to the recommendation of the Audit Committee to serve as the Company’s independent registered public accounting firm for the ensuing fiscal year ended October 31, 2015.year. At the direction of the Board of Directors, this appointment is being presented to the shareholders for ratification or rejection at the Meeting. If the shareholders do not ratify the appointment of DMCL, the Audit Committee may reconsider, but will not necessarily change, its selection of DMCL to serve as the Company’s independent registered public accounting firm.

A representative of DMCL is not expected to be present at the Meeting.

Principal Accountant Fees

The aggregate fees billed for the two most recently completed fiscal years ended October 31, 20142020 and October 31, 20132019, for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in its Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The policy of the Company’s audit committee is to pre-approve all audit and permissible non-audit services to be performed by the Company’s independent auditors during the fiscal year. Before engaging an independent registered public accountant to render audit or non-audit services, the engagement is approved by the Company’s audit committee or the engagement to render services is entered into pursuant to pre-approval policies and procedures established by the audit committee.

Required Vote

The affirmative approval of the holders of record on the Record Date of a majority of the voting power of the outstanding common shares present at the Meeting, either in person or by proxy, is required to approve Proposal Number Two.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DALE MATHESON CARR-HILTON LABONTE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE ENSUING FISCAL YEAR ENDING OCTOBER 31, 2015.YEAR.

CORPORATE GOVERNANCE

Director Independence

Our shares of common stock are listedquoted on OTC Bulletin Board inter-dealer quotation system,OTCQB, which does not have director independence requirements. For the purpose of determining director independence, the Company has adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees (“NI 52-110”) as the Company is an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. Nelson Da Silva isOng See-Ming and Carl Jürgen Barth are considered anto be independent director. Aside from shares held by him, he has no ongoing interest or relationship withdirectors. Lim Hun Beng, Liong Fook Weng and Chee Wai Hong are not considered independent directors of the Company other than serving as a director. Jacek P. Skurtys is not an independent director because of his position as CEO, CFO and President.Company.

Meetings and Committees of the Board of Directors

During the fiscal year ended October 31, 2014,2020, the Company’s Board of Directors held no meetings and various matters were approved by consent resolution of the entire board and its audit committee had no formal meetings.  All directors are expected to attend the Meeting and their attendance is recorded in the minutes.

Audit Committee

Composition

Our audit committee consists of Jacek P. Skurtys,Lim Hun Beng, the Company’s CEO, CFO, President and a director, Liong Fook Weng, the Company’s CFO, Secretary, Treasurer and Nelson Da Silva,a director and Ong See-Ming, a director.  None of the members of the Company’s Board of Directors qualify as an “audit committee financial expert”, as defined by Item 407 of Regulation S-K promulgated under the Securities Act and the Exchange Act.

Audit Committee Oversight

At no time since the commencement of the Company’s most recent completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “Proposal Number Two - Ratification of Selection of Independent Registered Public Accounting Firm - Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors”.

Exemption

The Audit Committee has relied on an exemption under Part 6.1 of NI 52-110.

Compensation Committee

The Board of Directors does not have a compensation committee. The Company believes this is appropriate given its small size and the stage of its development. The Board of Directors conducts reviews with regard to the compensation of the directors and the Chief Executive Officer once a year. To make its recommendations on such compensation, the Board of Directors takes into account the types of compensation and the amounts paid to officers of comparable publicly traded companies

Director Nomination

Nomination Committee

The Board of Directors has not formed a nominating committee or similar committee to assist the Board of Directors with the nomination of directors for the Company. The Board of Directors considers itself too small to warrant creation of such a committee; and each of the directors has contacts he can draw upon to identify new members of the Board of Directors as needed from time to time.

The Board of Directors will continually assess its size, structure and composition, taking into consideration its current strengths, skills and experience, proposed retirements and the requirements and strategic direction of the Company. As required, directors will recommend suitable candidates for consideration as members of the Board of Directors.

Shareholder Nomination of Directors

Shareholders who wish to submit nominees for consideration by the board for election as a director of the Company may do so by submitting in writing such nominees’ names, in compliance with the procedures as described below, to the Company’s Corporate Secretary.  A shareholder’s nomination must contain:

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A statement that the writer is a shareholder and is proposing a candidate for consideration by the Board of Directors;

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The name of and contact information for the candidate;

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A statement of the candidate’s business and educational experience;

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Information regarding each of the factors listed above, sufficient to enable the Board of Directors to evaluate the candidate;

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A statement detailing any relationship or understanding between the proposing shareholder and the candidate;

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A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected; and

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A statement of the number of shares of the Company’s common stock that the nominating shareholder holds of record or in which shareholder has a beneficial interest and the number of such shares that have been held for more than one year.

Directorships

Jacek P. Skurtys and Nelson Da Silva are notNone of the Company’s directors or officers are directors of any other reporting issuers.

Orientation and Continuing Education

The Board of Directors provides an overview of the Company’s business activities, systems and business plan to all new directors. New director candidates have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. The directors are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Ethical Business Conduct

The Board of Directors believes good corporate governance is an integral component to the success of the Company and to meet responsibilities to shareholders. Generally, the Board of Directors has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board of Directors in which the director has an interest have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Company.

The Board of Directors is also responsible for applying governance principles and practices, and tracking development in corporate governance, and adapting “best practices” to suit the needs of the Company. Certain of the directors of the Company may also be directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under the British Columbia Business Corporations Act.

Assessments

The Board of Directors has not implemented a process for assessing its effectiveness. As a result of the Company’s small size and the Company’s stage of development, the Board of Directors considers a formal assessment process to be inappropriate at this time. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.

The Board of Directors does not formally assess the performance or contribution of individual Board members or committee members.

Shareholder Communication with the Board of Directors

Shareholders desiring to communicate with the Board of Directors on matters other than director nominations should submit their communication in writing to Jacek P. Skurtys,Lim, Hun Beng, Chief Executive Officer, VGrab CommunicationsDuesenberg Technologies Inc., Suite 810, 789 West Pender Street, Vancouver BC V6C 1H2No 21, Denai Endau 3, Seri Tanjung, Pinang, 10470 Tanjung Tokong, Penang, Malaysia and identify themselves as a shareholder.  Mr. SkurtysLim will forward all such communication to the Board for a determination as to how to proceed.

OTHER EXECUTIVE OFFICERS

Aside from Jacek P. Skurtys, there are no other executive officers of the Company.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth the total compensation paid or accrued to our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K during our last two completed fiscal years.

Notes:

Following the Company’s fiscal yearyears ended October 31, 2014, Jacek P. Skurtys2020 and 2019.

Notes:

1.Mr. Lim was appointed as Chief Executive Officer, Chief Financial Officer,a member of our Board of Directors on July 19, 2016 and President and DirectorCEO on December 5, 2017. 

2.Mr. Liong was appointed as a member of the Company.our Board of Directors, CFO, Corporate Secretary and Treasurer on December 5, 201 

Outstanding Equity Awards at Fiscal Year End

As at October 31, 2014,2020, the Company did not have any outstanding equity awards.

The Company has no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

The Company does not have a compensation committee.

Director Compensation

The Company did not pay anyfollowing table sets forth the total compensation paid or accrued to itsour directors during theour fiscal years ended October 31, 20132020 and 2014.2019

During the year ended October 31, 2020, we accrued $24,000 on account of management fees payable to Mr. Ong for his services. During the year ended October 31, 2019, we issued Mr. Ong 133,333 shares of our common stock in recognition of his services as a director of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, the following persons have, during the fiscal year ended October 31, 2014,2020, failed to file, on a timely basis, the reports required by Section 16(a) of the Exchange Act:

·

Mr. Da Silva was late filing the Form 4 reflecting the change in his ownershipOng, a member of securities when he subscribed to a totalour Board of 50,000 shares of the Company’s shares of common stock.

·

James Hyland, the Company’s former Chief Financial Officer,Directors was appointed as the CFOour director on December 2, 2013.August 14, 2017.  Mr. HylandOng filed his Form 3 reflecting his status as a director and officer of the Company on June 4, 2020.

On June 4, 2020, Mr. Ong filed Forms 4 to reflect the following transactions:

·August 23, 2017: acquisition of 20,000 shares in a private transaction 

·December 19, 2013.5, 2017: acquisition of 20,000 shares in a private transaction 

·February 7, 2019: acquisition of 10,000 shares in a private transaction 

·November 4, 2019: 133,333 shares issued by the Company in recognition of Mr. Ong’s past services as director of the Company 

·December 30, 2019: acquisition of 20,000 shares in a private transaction 

On October 9, 2020, Mr. Ong filed Forms 4 to reflect the following transactions:

·February 7, 2020: acquisition of 500,000 shares in a private transaction 

·October 6, 2020: conversion of $18,000 the Company owed Mr. Ong on account of management fees to 50,000 shares of our common stock. 

Mr. Lim, a member of our Board of Directors, CEO and President, is a beneficial owner of the shares held in the name of Hampshire Avenue, Hampshire Infotech, and Hampshire Capital Limited (collectively Hampshire Group).

On November 6, 2020, Mr. Lim filed Forms 4 reflecting the following private transactions:

·May 29, 2019 - sale of 500,000 shares by Hampshire Infotech SDN BHD 

·October 31, 2019 - conversion of $263,798 to 1,465,546 shares at $0.18/share. The shares were issued to Hampshire Avenue on January 8, 2020 

·February 6, 2020 - sale of 1,394,951 shares by Hampshire Infotech SDN BHD 

·February 7, 2020 - sale of 500,000 shares by Hampshire Infotech SDN BHD 

·May16, 2020 - sale of 20,000 shares by Hampshire Avenue 

·May 22, 2020 - sale of 25,000 shares by Hampshire Avenue 

·June 24, 2020 - sale of 20,000 shares by Hampshire Avenue 

·October 6, 2020 - conversion of $370,729 to 1,029,803 shares at $0.36/share. The shares were issued to Mr. Joe Lim personally 

Hampshire Avenue did not file the following transactions:

·June 22, 2020 - sale of 285,546 shares 

·October 5, 2020 - sale of 150,000 shares 

Mr. Liong, a member of our Board of Directors and CFO was late filing receipt of 700,281 shares on conversion of $252,101 the Company owed him on account of unpaid salary and reimbursable expenses. The shares were issued to Mr. Liong on October 6, 2020, Form 4 was filed on October 15, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as disclosed below, none of the following parties has, during the Company’s last two fiscal years, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company, in which the Company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets for the last two completed fiscal years:

(i)Any of the Company’s directors or officers; 

(ii)Any person proposed as a nominee for election as a director; 

Ralph BiggarHampshire Avenue SDN BHD

We have entered into the following related party transactions with Hampshire Avenue SDN BHD, a parent company of Hampshire Infotech, our direct shareholder, controlled by Mr. Lim:

·During the year ended October 31, 2020, we received $156,740 as proceeds from the loan agreements with Hampshire Avenue SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period, we repaid $4,967 under notes payable issued to Hampshire Avenue. 

·During the year ended October 31, 2019, we received $313,663 as proceeds from the loan agreements with Hampshire Avenue SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period, we repaid $69,601 under notes payable issued to Hampshire Avenue. 

·On October 31, 2019, our board of directors approved conversion of $263,798 we owed to Hampshire Avenue under the 4% notes payable into 1,465,546 shares of our common stock at a deemed price of $0.18 per share. The shares were issued on January 8, 2020

Lim Hun Beng

During the past two fiscal yearsperiod from November 1, 2019 to April 30, 2020, Mr. Lim was employed by Vgrab Malaysia, as  of May 1, 2020, the employment agreement was moved to Vgrab Asia without any substantial changes being made to the pay rate or other terms of the employment agreement. Under the terms of the employment agreement, we agreed to pay Mr. Lim an annual salary of $120,000, and upprovide him with a monthly allowance for out-of-pocket expenses of approximately $2,400 (RM10,000); in addition to Februarythe salary we agreed to pay Mr. Lim an annual bonus equivalent to a minimum 100% annual base salary, which bonus will be based on the achievement of certain performance milestones predetermined by the Company’s board of directors. During the year ended October 31, 2020, we expensed $146,586 (2019 - $148,595) in salary and reimbursable expenses with Mr. Lim. On October 6, 2015,2020, Mr. Lim agreed to convert $370,729 the Company has entered into the following transactions with Ralph Biggar,owed to him as at July 31, 2020, on account of unpaid salary and reimbursable expenses  to 1,029,803 shares of the Company’s former Presidentcommon stock at a deemed price of $0.36 per share. The Company recorded $123,576 as loss on conversion of debt, which was recorded as part of additional paid-in capital for the year ended October 31, 2020. As at October 31, 2020, we owed Mr. Lim a total of $39,393 (2019 - $269,381) in salary and director:reimbursable expenses. Subsequent to October 31, 2020, we continue to accrue Mr. Lim’s salary based on the above described employment agreement.

Gerald DiakowLiong Fook Weng

During the past two fiscal yearsperiod from November 1, 2019 to April 30, 2020, Mr. Liong was employed by Vgrab Malaysia, as  of May 1, 2020, the employment agreement was moved to Vgrab Asia without any substantial changes being made to the pay rate or other terms of the employment agreement. Under the terms of the employment agreement, we agreed to pay Mr. Liong an annual salary of $96,000 and up to Februaryreimburse Mr. Liong for all reasonable out-of-pocket expenses; in addition to the salary we agreed to pay Mr. Liong  an annual bonus equivalent to a minimum 100% annual base salary, which bonus will be based on the achievement of certain performance milestones predetermined by the Company’s board of directors. During the year ended October 31, 2020 we expensed $99,297 (2019 - $101,085 ) in salary and reimbursable expenses with Mr. Liong. On October 6, 2015,2020, Mr. Liong agreed to convert $252,101 the Company has entered intoowed to him as at July 31, 2020, on account of unpaid salary and reimbursable expenses  to 700,281 shares of the following transactions with Gerald Diakow, former Vice President Exploration, CEO,Company’s common stock at a deemed price of $0.36 per share. The Company recorded $84,034 as loss on conversion of debt, which was recorded as part of additional paid-in capital for the year ended October 31, 2020. As at October 31, 2020, we owed Mr. Liong a total of $24,145 (2019 - $184,965 ) in salary and director:reimbursable expenses. Subsequent to October 31, 2020, we continue to accrue Mr. Liong’s salary based on the above described employment agreement.

Denis ZyrianovOng See-Ming

During the past two fiscal years and upyear ended October 31, 2020, we incurred $24,000 (2019 - $29,333) in management fees to FebruaryMr. Ong. On October 6, 2015,2020, Mr. Ong agreed to convert $18,000 the Company has enteredowed to him as at July 31, 2020, on account of unpaid management fees, into 50,000 common shares of the following transactions with Denis Zyrianov, our former Chief Financial Officer:

Patrick Fitzsimmons

During the past two fiscal years and up to February 6, 2015, the Company has entered into the following transactions with Patrick Fitzsimmons, former Chief Executive Officer and President:

James Hyland

During the past two fiscal years and up to February 6, 2015, the Company has entered into the following transactions with James Hyland, former Chief Financial Officer:

Nelson Da Silva

During the past two fiscal years and up to February 6, 2015, the Company has entered into the following transactions with Nelson Da Silva, a member of the Company’s Board of Directors and former Executive Officer:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of May 12, 2015February 16, 2021 by: (i) each person (including any group) known to the Company to own more than five percent (5%) of any class of the voting securities, (ii) each of the Company’s directors and each of the named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Notes:

Notes: