Duesenberg (DUSYF) 10-Q 16 Jun 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Apr. 30, 2016shares
Document and Entity Information:
Entity Registrant Name	VGRAB COMMUNICATIONS INC.
Document Type	10-Q
Document Period End Date	Apr. 30, 2016
Amendment Flag	false
Entity Central Index Key	1,551,887
Current Fiscal Year End Date	--10-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding	31,306,661
Trading Symbol	vgrbf

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Apr. 30, 2016	Oct. 31, 2015
Current Assets
Cash	$ 2,190	$ 3,751
GST recoverable	1,354	967
Prepaids	6,261	1,756
Total Current Assets	9,805	6,474
Total Assets	9,805	6,474
Current Liabilities
Accounts payable	128,103	95,587
Accrued liabilities	4,781	6,115
Due to related parties	330,038	186,761
Loan payable	29,494
Total Current Liabilities	492,416	288,463
Total Liabilities	492,416	288,463
Stockholders' Deficit
Common stock value	5,031,375	4,951,375
Additional paid-in capital	(26,180)	(26,180)
Accumulated other comprehensive income	35,766	46,447
Deficit	(5,523,572)	(5,253,631)
Total Stockholders' Equity (Deficit)	(482,611)	(281,989)
Total Liabilities and Stockholders' Equity (Deficit)	$ 9,805	$ 6,474

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - shares	Apr. 30, 2016	Oct. 31, 2015
Balance Sheet
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	31,306,661	30,806,661
Common stock, shares outstanding	31,306,661	30,806,661

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2016	Apr. 30, 2015	Apr. 30, 2016	Apr. 30, 2015
Operating expenses
Accounting	$ 5,369	$ 2,953	$ 6,825	$ 5,526
Administration	11,289	11,547	22,209	37,280
Amortization		320,108		320,108
Bank charges	331	370	423	712
Consulting		18,527		19,591
Corporate communications		1,441		1,933
Foreign exchange	(7,636)	926	(3,379)	(7,299)
Interest expense	223		245
Office	69		122	389
Professional fees	5,372	1,904	6,706	9,299
Regulatory and filing	5,713	10,822	7,623	13,806
Software development costs	60,000	46,362	150,000	46,362
Total operating expenses	80,730	414,960	190,774	447,707
Other items
Finder's Fee			79,167
Mineral exploration				2,573
Write-down of unproved mineral property				11,697
Net loss	(80,730)	(414,960)	(269,941)	(461,977)
Translation to reporting currency	(21,562)	144,039	(10,681)	148,354
Comprehensive loss	$ (102,292)	$ (270,921)	$ (280,622)	$ (313,623)
Loss per common share - basic and diluted	$ 0	$ (0.01)	$ (0.01)	$ (0.03)
Weighted common shares outstanding - basic and diluted	31,306,661	28,278,571	31,202,265	17,936,495

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Beginning Balance, shares at Oct. 31, 2014	7,806,661
Beginning Balance, amount at Oct. 31, 2014	$ 576,375	$ (26,180)	$ 6,552	$ (634,573)	$ (77,826)
Common stock issued for cash, shares	500,000
Common stock issued for cash, value	$ 100,000				$ 100,000
Common stock issued for software, shares	22,500,000				22,500,000
Common stock issued for software, value	$ 4,275,000				$ 4,275,000
Translation to reporting currency			148,354		148,354
Net loss for the period				(461,977)	(461,977)
Ending Balance, shares at Apr. 30, 2015	30,806,661
Ending Balance, amount at Apr. 30, 2015	$ 4,951,375	(26,180)	154,906	(1,096,550)	3,983,551
Translation to reporting currency			(108,459)		(108,459)
Net loss for the period				(4,157,081)	(4,157,081)
Ending Balance, shares at Oct. 31, 2015	30,806,661
Ending Balance, amount at Oct. 31, 2015	$ 4,951,375	(26,180)	46,447	(5,253,631)	$ (281,989)
Common stock issued as finder's fee, shares	500,000				500,000
Common stock issued as finder's fee, value	$ 80,000				$ 80,000
Translation to reporting currency			(10,681)		(10,681)
Net loss for the period				(269,941)	(269,941)
Ending Balance, shares at Apr. 30, 2016	31,306,661
Ending Balance, amount at Apr. 30, 2016	$ 5,031,375	$ (26,180)	$ 35,766	$ (5,523,572)	$ (482,611)

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Apr. 30, 2016	Apr. 30, 2015
Cash Flows used in Operating Activities
Net loss	$ (269,941)	$ (461,977)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued interest	245
Amortization		320,108
Finder's fee, non-cash	79,167
Write-down of unproved mineral property		11,697
Changes in operating assets and liabilities:
GST recoverable	(321)	(1,712)
Prepaids	(4,116)	(5,625)
Accounts payable	19,416	(376)
Accrued liabilities	(1,481)	(4,971)
Due to related parties	150,000	60,000
Net cash used in operating activities	(27,031)	(82,856)
Cash Flows from Financing Activities
Shares issued		100,000
Loan payable	26,527
Net cash provided by financing activities	26,527	100,000
Effect of exchange rate changes on cash	(1,057)	(4,942)
Net increase (decrease) in cash during the period	(1,561)	12,202
Cash, beginning of period	3,751	21,512
Cash, end of period	$ 2,190	$ 33,714

Organization and Basis of Prese

Organization and Basis of Presentation	6 Months Ended
	Apr. 30, 2016
Notes
Organization and Basis of Presentation	NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Nature of Operations Vgrab Communications Inc. (the “Company”) is a development stage company. On January 8, 2015, the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”) to acquire the Vgrab Software Application (“Vgrab Application”). Vgrab Application is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants. On February 10, 2015, the Company completed the acquisition of Vgrab Application (Note 3). As a result of the transaction, the Company changed its principal business focus from the acquisition and exploration of mineral resources to the software development and changed its name to Vgrab Communications Inc. on February 11, 2015. On June 24, 2015, the Company formed a subsidiary, Vgrab International Ltd., (the “Subsidiary”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. Basis of presentation The unaudited interim consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended October 31, 2015, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements for the year ended October 31, 2015 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended April 30, 2016, are not necessarily indicative of the results that may be expected for the year ending October 31, 2016. Going Concern The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Apr. 30, 2016
Notes
Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented. Principles of Consolidation The interim consolidated financial statements include the accounts of the Company and the Subsidiary. On consolidation, all intercompany balances and transactions are eliminated. Internal-Use Software The Company incurs costs related to the development of its Vgrab Applications, Vmore Platform and Vgrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where economic benefit of the software can be readily determined, are capitalized and included as part of Intangible assets on the balance sheets. Additional improvements to the web site and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

Software Purchase Agreement Dis

Software Purchase Agreement Disclosure	6 Months Ended
	Apr. 30, 2016
Notes
Software Purchase Agreement Disclosure	NOTE 3 - SOFTWARE PURCHASE AGREEMENT On January 8, 2015, the Company entered into an agreement with Hampshire Capital Limited to acquire the Vgrab Software Application. The transaction was completed on February 10, 2015. In consideration, the Company issued the Vendor 22,500,000 shares of its common stock with a fair value of $0.19 per share for a total value of $4,275,000 , which was expensed as software development costs.

Related Party Transactions Disc

Related Party Transactions Disclosure	6 Months Ended
	Apr. 30, 2016
Notes
Related Party Transactions Disclosure	NOTE 4 - RELATED PARTY TRANSACTIONS Pursuant to a service agreement terminated on March 31, 2016, during the six months ended April 30, 2016, the Company incurred $150,000 to Hampshire Infotech SDN BHD a company that is a member of the Hampshire Group, the Company’s significant shareholder, for software development costs. During the comparative period ended April 30, 2015, the Company incurred $46,359 in software development costs and $15,453 in consulting fees with Hampshire Capital Limited. At April 30, 2016, the Company owed $330,038 (October 31, 2015 - $186,761 ) to a related party. The amounts bear no interest, are unsecured and due on demand. During the six month period ended April 30, 2016, the Company received CAD$21,000 (USD $14,027 ) and USD $12,500 in exchange for the notes payable to Hampshire Avenue SDN BHD (the “Hampshire Avenue”), a company controlled by Hampshire Capital Limited. The loans bear interest at 4% per annum, are unsecured and payable on demand.

Common Stock Disclosure

Common Stock Disclosure	6 Months Ended
	Apr. 30, 2016
Notes
Common Stock Disclosure	NOTE 5 - COMMON STOCK On November 24, 2015, the Company issued 500,000 shares of its common stock to Rain Communications Inc., a company controlled by a significant shareholder of the Company. The shares were issued as finder’s fee for introducing the Company to Hampshire Capital Limited (Note 3).

Proposed Debt Conversion

Proposed Debt Conversion	6 Months Ended
	Apr. 30, 2016
Notes
Proposed Debt Conversion	NOTE 6 - PROPOSED DEBT CONVERSION During the quarter ended April 30, 2016, the board of directors of the Company approved conversion of certain debts into shares of the Company’s common stock as follows: Name Amount of Indebtedness (2) Shares of the Common Stock to be Issued upon Conversion (3) Hampshire Infotech Sdn (1) $ 359,394 2,994,950 CY Lim 49,467 412,225 Total $ 408,861 3,407,175 (1) Hampshire Infotech Sdn. is controlled by Hampshire Capital Limited, a significant shareholder of the Company. (2) As at March 31, 2016 (3) The number of shares to be issued upon settlement of the indebtedness is calculated based on $0.12 per share.

Summary of Significant Accoun13

Summary of Significant Accounting Policies: Reclassifications Policy (Policies)	6 Months Ended
	Apr. 30, 2016
Policies
Reclassifications Policy	Reclassifications Certain prior period amounts in the accompanying unaudited interim consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

Summary of Significant Accoun14

Summary of Significant Accounting Policies: Principles of Consolidation Policy (Policies)	6 Months Ended
	Apr. 30, 2016
Policies
Principles of Consolidation Policy	Principles of Consolidation The interim consolidated financial statements include the accounts of the Company and the Subsidiary. On consolidation, all intercompany balances and transactions are eliminated.

Summary of Significant Accoun15

Summary of Significant Accounting Policies: Internal-use Software Policy (Policies)	6 Months Ended
	Apr. 30, 2016
Policies
Internal-use Software Policy	Internal-Use Software The Company incurs costs related to the development of its Vgrab Applications, Vmore Platform and Vgrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where economic benefit of the software can be readily determined, are capitalized and included as part of Intangible assets on the balance sheets. Additional improvements to the web site and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

Proposed Debt Conversion_ Sched

Proposed Debt Conversion: Schedule of Debt Conversions (Tables)	6 Months Ended
	Apr. 30, 2016
Tables/Schedules
Schedule of Debt Conversions	Name Amount of Indebtedness (2) Shares of the Common Stock to be Issued upon Conversion (3) Hampshire Infotech Sdn (1) $ 359,394 2,994,950 CY Lim 49,467 412,225 Total $ 408,861 3,407,175

Software Purchase Agreement D17

Software Purchase Agreement Disclosure (Details)	6 Months Ended
	Apr. 30, 2015USD ($)$ / sharesshares
Details
Common stock issued for software acquisition | shares	22,500,000
Fair value per share | $ / shares	$ 0.19
Total value of shares issued for software | $	$ 4,275,000

Related Party Transactions Di18

Related Party Transactions Disclosure (Details) - USD ($)	6 Months Ended
	Apr. 30, 2016	Apr. 30, 2015	Oct. 31, 2015
Due to related parties	$ 330,038		$ 186,761
Loan received, note payable	$ 26,527
Interest rate per annum	4.00%
Software development costs
Expenses from transactions with related parties	$ 150,000	$ 46,359
Consulting fees
Expenses from transactions with related parties		$ 15,453
Hampshire Avenue Loan 1
Loan received, note payable	14,027
Hampshire Avenue Loan 2
Loan received, note payable	$ 12,500

Common Stock Disclosure (Detail

Common Stock Disclosure (Details)	6 Months Ended
	Apr. 30, 2016shares
Details
Common stock issued as finder's fee	500,000

Proposed Debt Conversion_ Sch20

Proposed Debt Conversion: Schedule of Debt Conversions (Details)	6 Months Ended
	Apr. 30, 2016USD ($)shares
Amount of debt to be converted to common stock | $	$ 408,861
Shares of common stock to be issued upon conversion | shares	3,407,175
Hampshire Infotech Sdn
Amount of debt to be converted to common stock | $	$ 359,394
Shares of common stock to be issued upon conversion | shares	2,994,950
CY Lim
Amount of debt to be converted to common stock | $	$ 49,467
Shares of common stock to be issued upon conversion | shares	412,225