DUESENBERG TECHNOLOGIES INC. - Quarter Report: 2019 January (Form 10-Q)

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VGRAB COMMUNICATIONS INC.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

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

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VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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VGRAB COMMUNICATIONS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

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VGRAB COMMUNICATIONS INC.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JANUARY 31, 2019

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

On January 8, 2015, the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”) to acquire the Vgrab Software Application (“Vgrab Application”). 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 June 24, 2015, the Company formed a subsidiary, Vgrab International Ltd., (“Vgrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. On May 17, 2018, the Company formed an additional subsidiary, Vgrab Communications Malaysia Sdn Bhd (“Vgrab Malaysia”) 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, 2018, 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, 2018, 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-month period ended January 31, 2019, are not necessarily indicative of the results that may be expected for the year ending October 31, 2019.

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 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.

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

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NOTE 3 - RELATED PARTY TRANSACTIONS

The following amounts were due to related parties as at:

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

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

During the three-month period ended January 31, 2019, the Company recorded $1,848 (2018 - $459) in interest expense associated with its liabilities under the notes payable issued to the major shareholder.

During the three-month period ended January 31, 2019, the Company received $86,774 (2018 - $15,940) in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period the Company repaid $21,761 (2018 - $Nil) in loans advanced from Hampshire Avenue.

During the three-month period ended January 31, 2019, the Company incurred $30,015 (2018 - $Nil) in wages and salary to Mr. Lim Hun Beng, the Company’s CEO, President and director. In addition, the Company incurred $7,215 (2018 - $Nil) in reimbursable expenses with Mr. Lim.

During the three-month period ended January 31, 2019, the Company incurred $24,012 (2018 - $Nil) in wages and salary to Mr. Liong Fook Weng, the Company’s CFO and director. In addition, the Company incurred $1,168 (2018 - $Nil) in reimbursable expenses with Mr. Liong.

NOTE 4 - EQUIPMENT

As at January 31, 2019, the equipment consisted of several computers and software required to operate the computers and office equipment required for operations with a cost of $9,631. The Company recorded $1,361 (2018 - $nil) in amortization expense on its equipment for the three months ended January 31, 2019.

NOTE 5 - COMMON STOCK

During the three-month periods ended January 31, 2019, and 2018, the Company did not have any transactions that would have resulted in issuance of its common stock. In addition, the Company did not have any warrants or options issued and exercisable during this period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q filed by Vgrab Communications Inc. contains forward-looking statements. These are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast,” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. These risks include, among other things: general economic conditions; our ability to raise enough money to continue our operations; changes in regulatory requirements that may adversely affect our business; customer acceptance of our proprietary software application; and other risks and uncertainties as set forth in “Part II - Item 1A - Risk Factors.”

Forward-looking statements are based on a number of material factors and assumptions, including, but not limited to, the economic conditions will continue to show modest improvement in the near to medium future, no material change to the competitive environment, we will be able to access sufficient qualified staff and there will be no material changes to the tax and other regulatory requirements governing us. While we consider these assumptions as reasonable, based on information currently available to us, these assumptions may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled "Part II - Item 1A - Risk Factors.”

We caution you not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this report.  We are not obligated to update these statements or publicly release the results of any revisions to them to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events unless required by applicable securities laws. You should refer to, and carefully review, the information in the future documents we file with the United States Securities and Exchange Commission (the “SEC”).

General

You should read this discussion and analysis in conjunction with our interim unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the fiscal year ended October 31, 2018, included in our Annual Report on Form 10-K. The inclusion of supplementary analytical and related information may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and the financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation.”  On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to Venza Gold Corp.  The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011.  On January 6, 2014, we changed our name to CoreComm Solutions Inc., and on February 11, 2015, we changed our name to VGrab Communications Inc. to reflect our current business.

On February 10, 2015, we completed an acquisition of the VGrab software application (the “VGrab Application”) pursuant to the terms of a software purchase agreement dated January 8, 2015 (the “Software Purchase Agreement”) between us and Hampshire Capital Limited (“Hampshire”). The VGrab Application is a free mobile voucher application developed for smartphones using the Android and Apple iOS operating systems and allows users to redeem vouchers on their smartphones at a number of retailers and merchants.

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On June 24, 2015, we formed a subsidiary, VGrab International Ltd., (“VGrab International”) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The initial focus of VGrab International was to continue development of the VGrab Application and continue its market penetration in Southeast Asia.  As of the date of this Quarterly Report on Form 10-Q, VGrab International is used as a holding company as all the business operations were moved to VGrab Communications Malaysia Sdn Bhd (“VGrab Malaysia”), which we incorporated on May 17, 2018, under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. On February 18, 2019, we formed a subsidiary, VGrab Asia Limited (“VGrab Asia”), under the Companies Ordinance, Chapter 622 of the Laws of Hong Kong. As of the date of this Quarterly Report on Form 10-Q, Vgrab Asia remained inactive.

Business of VGrab Communications

Our original business model was based on the development of mobile applications for the merchant and consumer use which were based on original VGrab Application we acquired from Hampshire Capital Limited. As our business developed, our corporate strategy continued to evolve to incorporate additional new technologies and trends, thus allowing VGrab to strive to become a global advertising and e-commerce conglomerate trough expanding our products portfolio, investing into new and emerging technologies and creating strategic partnerships in a niche market.

Our goal is to provide integrated solutions and to create unique value for both brand owners and consumers, which we plan to achieve by focusing on developing our current and new networks and strategic partnerships. We are planning to achieve our vision through development and implementation of Vgrab Smart Systems (“SMART Systems”), which will integrate leading-edge information technologies with existing or new products and processes across multiple operating platforms, thus reducing substantial costs for our clients.  

Our initial plan is to introduce two new main lines of services, SMART Systems and Product Development, with the primary focus on social media delivery platforms, advertising & promotions platforms, membership’s facilities, real-time stock inventory, data collections, ERP and financial data through cloud storage and management.

SMART Systems are software entities that carry out a set of operations on behalf of a user or another program with some degree of independence or autonomy, and in so doing, employ some knowledge or representation of the user’s goals or desires and the environment within which they act in order to achieve those goals. SMART Systems incorporate functions of sensing, actuation, and control in order to describe and analyze a situation and make decisions based on the available data in a predictive or adaptive manner, thereby performing smart actions. In most cases, the “smartness” of the system can be attributed to an autonomous operation based on closed-loop control, energy efficiency, and networking capabilities.

VGrab SMART Systems will initially consist of the following modules:

·

VGrab Cloud Management System

·

VGrab Database Management System

·

VGrab Membership System

·

VGrab Enterprise Resources Planning

·

VGrab Cloud Point of Sales System

·

VGrab Online Transactions Management System

·

VGrab Ad Rotational Management System

·

Online Directories & Apps Software (Software Updates)

Summary of Financial Condition

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Results of Operation

Our operating results for the three-month periods ended January 31, 2019 and 2018, and the changes in the operating results between those periods are summarized in the table below.

Three-Months Summary

Revenue

During the three-month period ended January 31, 2019 and 2018, we did not have any revenue generating operations; as such we can provide no assurances that we will be able to generate enough cash flow from our operations to support our ongoing operations.

Operating Expenses

Our operating expenses for the three months ended January 31, 2019 and 2018, consisted of the following:

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Other Items

During the three-month period ended January 31, 2019, we recorded $1,848 (2018 - $459) in interest associated with our liabilities under the notes payable we issued to our major shareholder.

During the three-month period ended January 31, 2018, we recorded $20,159 in realized foreign exchange loss associated with the fluctuation in foreign exchange between the US, Canadian, and Malaysian currencies. During the three-month period ended January 31, 2019, we did not realize any losses or gains associated with foreign exchange transactions.

Translation to Reporting Currency

Changes in translation to reporting currency result from a difference between our functional currency, being the Canadian dollar for the parent Company and Malaysian Ringgit for VGrab Malaysia, and our reporting currency, being the United States dollar. These differences are caused by fluctuation in foreign exchange between the three currencies as well as different accounting treatments between various financial instruments.

Liquidity and Capital Resources

GOING CONCERN

The unaudited interim consolidated financial statements included in this Quarterly Report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations.

Based on our current plans, we expect to incur operating losses in future periods. At January 31, 2019, we had a working capital deficit of $1,025,654 and accumulated losses of $6,543,287 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. These unaudited interim consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Working Capital

During the three-month period ended January 31, 2019, our working capital deficit increased by $130,713, from $894,941 as at October 31, 2018, to $1,025,654 as at January 31, 2019. The increase in the working capital deficit was primarily related to a $135,260 increase in amounts payable to our related parties, mainly on account of accrued salaries to our CEO and CFO, and advances we received from our major shareholder to support our ongoing operations. The decrease in our cash balances from $17,964 we held in our banks at October 31, 2018, to $9,797 we held in our banks at January 31, 2019, also negatively effected our working capital.

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Cash Flows

Net cash used in operating activities

During the three-month period ended January 31, 2019, we used $63,291 to support our operating activities. This cash was used to cover our cash operating expenses of $116,614, to increase our GST recoverable by $106, to pay $9,560 towards future expenses, and to decrease our accounts payable and accrued liabilities by $3,046. These uses of cash were offset by $12,008 increase in amounts due to related parties for reimbursable expenses, and by $54,027 increase to accrued salaries payable to our CEO and CFO.

During the three-month period ended January 31, 2018, we used $28,303 to support our operating activities. This cash was used to cover our cash operating expenses of $111,649 and to increase our GST recoverable by $5. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $82,651 and increases in our prepaid expenses of $700.

Non-cash operating activities

During the three-month period ended January 31, 2019, we recorded $556 in foreign exchange fluctuation between the US, Canadian, and Malaysian currencies and $1,848 in interest associated with our liabilities under the notes payable we issued to our major shareholder. In addition, we recorded $1,361 in amortization of our office equipment.

During the three-month period ended January 31, 2018, we recorded $20,735 in foreign exchange fluctuation between the US and Canadian currencies and $459 in interest associated with our liabilities under the notes payable we issued to our major shareholder.

Net cash provided by financing activities

During the three-month period ended January 31, 2019, we received $86,774 in exchange for the notes payable to Hampshire Avenue SDN BHD (“Hampshire Avenue”), a parent company of Hampshire Capital Limited and Hampshire Infotech SDN BHD. The loans bear interest at 4% per annum, are unsecured and payable on demand. During the same period we repaid $21,761 (2018 - $Nil) in loans advanced from Hampshire Avenue.

During the three-month period ended January 31, 2018, we received $15,940 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.

Net cash used in investing activities

During the three-month period ended January 31, 2019, we used $5,515 to acquire computer and other equipment for our operations in Malaysia. We did not have any investing activities during the three-month period ended January 31, 2018.

Capital Resources

Our ability to continue the development and marketing of the VGrab Applications and SMART Systems is subject to our ability to obtain the necessary funding.  We expect to raise funds through sales of our debt or equity securities. We have no committed sources of capital.  If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease our operations.

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As of January 31, 2019, we had $9,797 in cash on hand and a working capital deficit of $1,025,654, which raises substantial doubt about our continuation as a going concern. We plan to mitigate our losses in future years by controlling our operating expenses and actively seeking new distribution channels for our Vgrab Applications, SMART Systems, and the related services. We cannot provide assurance that we will be successful in generating additional capital to support our development. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Critical Accounting Policies

The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.  As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company," affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), or upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2018. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Principles of Consolidation

The Company’s interim consolidated financial statements include the accounts of the Company and its subsidiaries. On consolidation, the Company eliminates all intercompany balances and transactions.

Internal-Use Software

The Company incurs costs related to the development of its VGrab Applications, SMART Systems, and VGrab.com website. Costs incurred in the planning and evaluation stage of internally-developed software and website, as well as development costs where economic benefit cannot be readily determined, are expensed as incurred. Costs incurred and accumulated during the development stage, where the economic benefit of the software can be readily determined, are capitalized and included as part of Intangible assets on the balance sheets. Additional improvements to the website and applications following the initial development stage are expensed as incurred. Capitalized internally-developed software and website development costs will be amortized over their expected economic life using the straight-line method.

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Foreign Currency Translation and Transaction

The Parent Company’s functional currency is the Canadian dollar, and VGrab Malaysia’s functional currency is Malaysian ringgit, the Company’s reporting currency is the United States dollar. VGrab International’s functional and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on translation to the reporting currency are included in the other comprehensive income.

Foreign exchange gains and losses on the settlement of foreign currency transactions are included in foreign exchange expense. Except for translations of intercompany balances, all translations of monetary balances to the functional currency at the year-end exchange rate are included in foreign exchange expense. The translations of intercompany balances to the functional currency at the year-end exchange rate are included in accumulated other comprehensive income or loss.  

Fair Value of Financial Instruments

Our financial instruments include cash, accounts payable and accruals as well as amounts due to related parties. We believe the fair value of these financial instruments approximates their carrying values due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable.

At January 31, 2019, we had $1,716 in cash on deposit with a large chartered Canadian bank and $8,081 in cash on deposits with a bank in Malaysia. As part of our cash management process, we perform periodic evaluations of the relative credit standing of these financial institutions.  We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to our current size and lack of segregation of duties, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on January 29, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following table sets out the exhibits either filed herewith or incorporated by reference.

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Notes:

(1)

Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on June 12, 2012.

(2)

Filed with the SEC as an exhibit to our Registration Statement on Form S-1/A2 filed on August 23, 2012.

(3)

Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 28, 2013.

(4)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on March 8, 2013.

(5)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 4, 2013.

(6)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2014.

(7)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 14, 2015.

(8)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 17, 2015.

(9)

Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 9, 2016.

(10)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September 14, 2016.

(11)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 15, 2016.

(12)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 22, 2016.

(13)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on September14, 2016.

(14)

Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on February 13, 2018.

(15)

Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on March 16, 2018.

(16)

Filed with the SEC as an exhibit to our Annual Report on Form 10-Q filed on June 15, 2018.

(17)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 22, 2018.

(18)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 2, 2018.

(19)

Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 29, 2019.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 18, 2019

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