Duesenberg (DUSYF) 10-Q 14 Sep 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Jul. 31, 2016shares
Document and Entity Information:
Entity Registrant Name	VGRAB COMMUNICATIONS INC.
Document Type	10-Q
Document Period End Date	Jul. 31, 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	Q3
Entity Common Stock, Shares Outstanding	35,013,838
Trading Symbol	vgrbf

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jul. 31, 2016	Oct. 31, 2015
Current Assets
Cash	$ 54,309	$ 3,751
GST recoverable	738	967
Prepaids	5,565	1,756
Total Current Assets	60,612	6,474
Total Assets	60,612	6,474
Current Liabilities
Accounts payable	48,479	95,587
Accrued liabilities	4,601	6,115
Due to related parties	37	186,761
Loan payable	100,000
Total Current Liabilities	153,117	288,463
Total Liabilities	153,117	288,463
Stockholders' Deficit
Common stock value	5,298,377	4,951,375
Additional paid-in capital	123,093	(26,180)
Accumulated other comprehensive income	42,721	46,447
Deficit	(5,556,696)	(5,253,631)
Total Stockholders' Equity (Deficit)	(92,505)	(281,989)
Total Liabilities and Stockholders' Equity (Deficit)	$ 60,612	$ 6,474

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - shares	Jul. 31, 2016	Oct. 31, 2015
Balance Sheet
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	35,013,838	30,806,661
Common stock, shares outstanding	35,013,838	30,806,661

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Operating expenses
Accounting	$ 2,640	$ 1,988	$ 9,465	$ 7,514
Administration	12,086	11,884	34,295	49,164
Amortization		365,215		685,323
Bank charges	74	93	742	805
Consulting	28,299	778	28,299	20,369
Corporate communications				1,933
Foreign exchange	2,904	4,290	(475)	(3,009)
Office	195	339	317	728
Professional fees	2,496	2,092	9,202	11,391
Regulatory and filing	5,041	8,595	12,664	22,401
Software development costs			150,000	46,362
Total operating expenses	53,735	395,274	244,509	842,981
Other items
Finder's Fee			79,167
Gain on debt conversion	20,611		20,611
Mineral exploration				2,573
Write-down of unproved mineral property				11,697
Net loss	(33,124)	(395,274)	(303,065)	(857,251)
Translation to reporting currency	6,955	(262,169)	(3,726)	(113,815)
Comprehensive loss	$ (26,169)	$ (657,443)	$ (306,791)	$ (971,066)
Loss per common share - basic and diluted	$ 0	$ (0.01)	$ (0.01)	$ (0.04)
Weighted common shares outstanding - basic and diluted	32,086,482	30,806,661	31,499,156	22,273,694

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
Common stock issued for software, value	$ 4,275,000				4,275,000
Translation to reporting currency			(113,815)		(113,815)
Net loss for the period				(857,251)	(857,251)
Ending Balance, shares at Jul. 31, 2015	30,806,661
Ending Balance, amount at Jul. 31, 2015	$ 4,951,375	(26,180)	(107,263)	(1,491,824)	3,326,108
Translation to reporting currency			153,710		153,710
Net loss for the period				(3,761,807)	(3,761,807)
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
Common stock issued as finder's fee, value	$ 80,000				$ 80,000
Common stock issued for debt, shares	3,407,177				3,407,177
Common stock issued for debt, value	$ 238,502				$ 238,502
Common stock issued for services, shares	300,000
Common stock issued for services, value	$ 28,500				28,500
Gain on settlement of debt with shareholder		149,273			149,273
Translation to reporting currency			(3,726)		(3,726)
Net loss for the period				(303,065)	(303,065)
Ending Balance, shares at Jul. 31, 2016	35,013,838
Ending Balance, amount at Jul. 31, 2016	$ 5,298,377	$ 123,093	$ 42,721	$ (5,556,696)	$ (92,505)

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	3 Months Ended	9 Months Ended
	Jul. 31, 2016	Jul. 31, 2016	Jul. 31, 2015
Cash Flows used in Operating Activities
Net loss	$ (33,124)	$ (303,065)	$ (857,251)
Adjustment to reconcile net loss to net cash used in operating activities:
Accrued interest		241
Amortization			685,323
Consulting fees, non-cash		28,500
Finder's fee, non-cash		79,167
Gain on debt conversion	20,611	20,611
Write-down of unproved mineral property			11,697
Changes in operating assets and liabilities:
GST recoverable		230	(590)
Prepaids		(3,780)	(3,750)
Accounts payable		(7,273)	(5,987)
Accrued liabilities		(1,524)	(4,131)
Due to related parties		150,000	60,000
Net cash used in operating activities		(78,115)	(114,689)
Cash Flows from Financing Activities
Shares issued			100,000
Loan payable		126,527
Net cash provided by financing activities		126,527	100,000
Effect of exchange rate changes on cash		2,146	(1,845)
Net increase (decrease) in cash during the period		50,558	(16,534)
Cash, beginning of period		3,751	21,512
Cash, end of period	$ 54,309	$ 54,309	$ 4,978

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Jul. 31, 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 nine months ended July 31, 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	9 Months Ended
	Jul. 31, 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 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	9 Months Ended
	Jul. 31, 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. These costs were expensed in the year ended October 31, 2015.

Related Party Transactions Disc

Related Party Transactions Disclosure	9 Months Ended
	Jul. 31, 2016
Notes
Related Party Transactions Disclosure	NOTE 4 - RELATED PARTY TRANSACTIONS Pursuant to a service agreement terminated on March 31, 2016, during the nine months ended July 31, 2016, the Company incurred $150,000 to Hampshire Infotech SDN BHD (“Hampshire Infotech”) a company that is a member of the Hampshire Group, the Company’s significant shareholder, for software development costs. During the comparative period ended July 31, 2015, the Company incurred $46,362 in software development costs and $15,453 in consulting fees with Hampshire Capital Limited. During the nine month period ended July 31, 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 bore interest at 4% per annum, were unsecured and payable on demand. On July 11, 2016, the Company reached an agreement with Hampshire Infotech to convert $358,919 owed to Hampshire into 2,994,951 restricted common shares of the Company at a deemed price of $0.12 per share. At the time of the conversion, the fair market value of the Company’s common shares was $0.07 per share. The conversion resulted in a gain of $149,273 which was credited to Additional Paid in Capital (“APIC”) (Note 5). On July 19, 2016, the Company entered into release agreement with its director, who agreed to resign as a director of the Company effective July 19, 2016. As a consideration for the resignation and for the past services, the Company agreed to issue to the director 300,000 shares of the Company’s common stock at $0.095 per share as fully paid and non-assessable. The full value of the shares being $28,500 was recorded as part of consulting fees on the statement of operations (Note 5). As at July 31, 2016, the Company owed $37 (2015 - $186,761 ) to related parties.

Common Stock Disclosure

Common Stock Disclosure	9 Months Ended
	Jul. 31, 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). 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 at a deemed price of $0.12 per share as follows: Name Amount of Indebtedness Shares of the Common Stock to be Issued upon Conversion Hampshire Infotech Sdn $ 358,919 2,994,951 CY Lim 49,467 412,226 Total $ 408,386 3,407,177 The agreements were finalized on July 11, 2016, when the Company issued 3,407,177 common shares to the parties specified in the table above. At the time of the conversion, the fair market value of the Company’s common shares was $0.07 per share, which resulted in a gain of $169,884. $149,273 of the gain was credit to APIC as certain of the debt was owed to a major shareholder (Note 4) and $20,611 was recognized as income in net loss. On July 19, 2016, the Company issued 300,000 shares of the Company’s common stock at $0.095 per share as fully paid and non-assessable to its director. The full value of the shares, being $28,500 , was recorded as part of consulting fees on the statement of operations (Note 4).

Loan Agreements Disclosure

Loan Agreements Disclosure	9 Months Ended
	Jul. 31, 2016
Notes
Loan Agreements Disclosure	NOTE 6 - LOAN AGREEMENTS On July 11, 2016, as part of the debt settlement agreement with Hampshire Infotech, the Company converted $29,394 in notes payable to Hampshire consisting of the principal of CAD$21,000 (USD$14,027) and USD$12,500 and accrued interest thereon. As of July 31, 2016, the Company was not indebted to Hampshire Infotech (Note 4). On July 12, 2016, the Company entered into a loan agreement with BSmart Technology Limited for $100,000 . The loan bears no interest and is payable on demand.

Summary of Significant Accoun13

Summary of Significant Accounting Policies: Reclassifications Policy (Policies)	9 Months Ended
	Jul. 31, 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)	9 Months Ended
	Jul. 31, 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)	9 Months Ended
	Jul. 31, 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 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.

Common Stock Disclosure_ Schedu

Common Stock Disclosure: Schedule of Debt Conversions (Tables)	9 Months Ended
	Jul. 31, 2016
Tables/Schedules
Schedule of Debt Conversions	Name Amount of Indebtedness Shares of the Common Stock to be Issued upon Conversion Hampshire Infotech Sdn $ 358,919 2,994,951 CY Lim 49,467 412,226 Total $ 408,386 3,407,177

Software Purchase Agreement D17

Software Purchase Agreement Disclosure (Details)	9 Months Ended
	Jul. 31, 2015USD ($)$ / sharesshares
Total value of shares issued for software	$ 4,275,000
Vgrab Software Application
Common stock issued for software acquisition | shares	22,500,000
Price 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 ($)	9 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Oct. 31, 2015
Amount of debt converted for common stock	$ 408,386
Common stock issued for debt	3,407,177
Gain on settlement of debt, additional paid in capital	$ 149,273
Value of shares issued for services	28,500
Due to related parties	$ 37		$ 186,761
Debt conversion agreements
Fair market value of shares	$ 0.07
Gain on settlement of debt, additional paid in capital	$ 149,273
Software development costs
Expenses from transactions with related parties	150,000	$ 46,362
Consulting fees
Expenses from transactions with related parties		$ 15,453
Hampshire Infotech
Amount of debt converted for common stock	$ 358,919
Common stock issued for debt	2,994,951
Price per share	$ 0.12
Fair market value of shares	0.07
Release agreement with our director
Price per share	$ 0.095
Common stock issued for services	300,000
Value of shares issued for services	$ 28,500

Common Stock Disclosure_ Sche19

Common Stock Disclosure: Schedule of Debt Conversions (Details)	9 Months Ended
	Jul. 31, 2016USD ($)shares
Amount of debt converted for common stock | $	$ 408,386
Common stock issued for debt | shares	3,407,177
CY Lim
Amount of debt converted for common stock | $	$ 49,467
Common stock issued for debt | shares	412,226
Hampshire Infotech
Amount of debt converted for common stock | $	$ 358,919
Common stock issued for debt | shares	2,994,951

Common Stock Disclosure (Detail

Common Stock Disclosure (Details)	3 Months Ended	9 Months Ended
	Jul. 31, 2016USD ($)$ / shares	Jul. 31, 2016USD ($)$ / sharesshares
Gain on settlement of debt, additional paid in capital		$ 149,273
Gain on debt conversion	$ 20,611	20,611
Value of shares issued for services		$ 28,500
Release agreement with our director
Common stock issued for services | shares		300,000
Price per share | $ / shares	$ 0.095	$ 0.095
Value of shares issued for services		$ 28,500
Debt conversion agreements
Fair market value of shares | $ / shares	$ 0.07	$ 0.07
Gain on settlement of debt, additional paid in capital		$ 149,273
Gain on debt conversion		$ 20,611

Loan Agreements Disclosure (Det

Loan Agreements Disclosure (Details)	9 Months Ended
	Jul. 31, 2016USD ($)
Loan received, note payable	$ 126,527
Debt settlement agreement with Hampshire Infotech
Notes payable debt and interest extinguished	29,394
BSmart Technology Limited Loan
Loan received, note payable	$ 100,000