Item 2. Managements 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 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 managements 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, 2017, 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 financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.
Overview
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.
1
On June 24, 2015, we formed a subsidiary, Vgrab International Ltd., (the Subsidiary, or Vgrab International) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. The main focus of the Subsidiary is to continue development of the Vgrab Applications and the Vmore Platform, and start their market penetration in Southeast Asia. On May 17, 2018, we incorporated an additional subsidiary, VGrab Communications Malaysia Sdn Bhd (Vgrab Malaysia) under the Labuan Companies Act 1990 in Federal Territory of Labuan, Malaysia. Vgrab Malaysia is initially used as a holding corporation.
Our business originally involved the development of mobile applications for merchant and consumer use. We continue working on development of two different types of mobile applications, an application designed for consumers (the Vgrab Application) and an application designed for merchants (the Vgrab Merchant Application). In addition we are also working on development of an online platform to sell online goods (the Vmore Platform), and a new video service portal, Vmore Video, which will focus on filming and supplying HD and 360-degree short videos with an emphasis on sports and extreme sports.
During our fiscal 2018, we started exploring other business opportunities, and as a result added such additional services as online advertising through our promotions & events network. Across our networks and strategic partnerships, we are focused on providing integrated solutions and creating value for brand owners and consumers.
Cooperation Agreement for the Development of the Heritage Duesenberg Brand
On June 25, 2018, our subsidiary, Vgrab International, entered into a cooperation agreement on a profit-sharing basis (the Agreement) with Hampshire Motor Group (China) Ltd. (HMGC), a related corporation, for the development and marketing of Duesenberg brand (the Brand) licensed to HMGC by the original Duesenberg trademark owner. Pursuant to the Agreement, Vgrab International agreed to work with HMGC on developing marketing, advertising and customer relation programs for Duesenbergs brands, with newly-developed sub-brand, Duesey, and its Duesey Coffee being the initial product offering. Vgrab International also agreed to participate in the development of new products utilizing Duesenberg Trademark.
The term of the Agreement is 10 years, with an option to extend the Agreement for an additional 10-year period. Based on the Agreement, the Company will be entitled to a percentage of revenue generated from the sales of any new products developed by Vgrab International or jointly with HMGC, which percentage will be determined as follows: (i) 94% from revenue of up to $100,000, and (ii) 95% from revenue of over and above $100,000. In addition, the Company will also be entitled to a percentage of revenue generated from the sales of the products developed by HMGC prior to the entry into the Agreement based on the following schedule: (i) 20% from revenue of up to $100,000, (ii) 15% from revenue of up to $500,000, (iii) 10% from revenue of up to $1,000,000, and (iv) 5% from revenue of over and above $1,000,000.
As of the date of this Quarterly Report on Form 10-Q, the Company have not generated any revenue from the Agreement, nor has it incurred any expenses associated with the services contemplated under the Agreement.
Change in Management
On June 22, 2018, Mr. Jacek P. Skurtys tendered his resignation as a member of our board of directors. Mr. Skurtyss resignation did not result from a disagreement with the board of directors or with our management.
As consideration for Mr. Skurtyss services, we agreed to issue to Mr. Skurtys 500,000 shares of our common stock as fully paid an non-assessable. The shares were not registered under the United States Securities Act of 1933, as amended (the Act) and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available. The shares were issued on September 4, 2018.
Summary of Financial Condition
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July 31, 2018
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October 31, 2017
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Working capital deficit
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$
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(730,304)
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|
$
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(392,986)
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Current assets
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$
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9,743
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|
$
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19,988
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Total liabilities
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$
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740,047
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$
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412,974
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Common stock and additional paid in capital
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$
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5,421,470
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|
$
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5,421,470
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Deficit
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$
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(6,263,312)
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$
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(5,865,739)
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Accumulated other comprehensive income
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$
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51,538
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$
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51,283
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2
Results of Operation
Our operating results for the three and nine months ended July 31, 2018 and 2017 and the changes in the operating results between those periods are summarized in the table below.
Three and Nine Months Summary
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Three Months Ended
July 31,
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Percentage
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Nine Months Ended
July 31,
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Percentage
|
|
2018
|
2017
|
Decrease
|
2018
|
2017
|
Decrease
|
Operating expenses
|
$(175,053)
|
$(110,870)
|
58%
|
$(399,125)
|
$(152,741)
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161%
|
Foreign exchange
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(8,517)
|
(14,919)
|
(43)%
|
3,399
|
(12,293)
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(128)%
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Interest expense
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(800)
|
(3)
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26,567%
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(1,847)
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(3)
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61,467%
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Net loss
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(184,370)
|
(125,792)
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47%
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(397,573)
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(165,037)
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141%
|
Translation to reporting currency
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(15,046)
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2,911
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(617)%
|
255
|
6,881
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(96)%
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Comprehensive loss
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$(199,416)
|
$(122,881)
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62%
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$(397,318)
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$(158,156)
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151%
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Revenue
During the three and nine months ended July 31, 2018 and 2017 we did not have any revenue generating operations; as such we can provide no assurances that we will be able to generate enough cash flow from our operations to support our ongoing operations.
Operating Expenses
Our operating expenses for the three and nine months ended July 31, 2018 and 2017 consisted of the following:
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Three Months Ended
July 31,
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Percentage
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Nine Months Ended
July 31,
|
Percentage
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|
2018
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2017
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Decrease
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2018
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2017
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Decrease
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Operating expenses:
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|
|
|
|
|
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Accounting
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$ 4,240
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$ 3,254
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30%
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$ 9,924
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$ 8,420
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18%
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General and administrative expenses
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12,200
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12,152
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0%
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36,201
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34,983
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3%
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Management fees
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62,294
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-
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n/a
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62,294
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-
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n/a
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Professional fees
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751
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1,711
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(56)%
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4,736
|
4,718
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0%
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Regulatory and filing
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5,568
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3,753
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48%
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15,970
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14,620
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9%
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Research and development
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90,000
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90,000
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0%
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270,000
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90,000
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200%
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Total
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$ 175,053
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$ 110,870
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58%
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$ 399,125
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$152,741
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161%
|
During the three-month period ended July 31, 2018, our operating expenses increased by $64,183 or 58% from $110,870, for the three months ended July 31, 2018, to $175,053 for the three months ended July 31, 2018.
The most significant change in our operating expenses was associated with $62,294 in management fees calculated on the grant of 500,000 shares of our common stock to our former director as part of the resignation package that the Company negotiated with the former director. All other operating expenses stayed relatively consistent as compared to the operating expenses during the three-month period ended July 31, 2017. The largest expense item during the three-month periods ended July 31, 2018 and 2017 was $90,000 (2017 - $90,000) in research and development costs associated with continued development of our Vgrab and Vmore platforms; our general and administrative expenses amounted to $12,200 (2017 - $12,152), and regulatory and filing fees as well as accounting fees resulted in $5,568 (2017 - $3,753) and $4,240 (2017 - $3,254), respectively.
3
During the nine-month period ended July 31, 2018, our operating expenses increased by $246,384 or 161% from $152,741, for the nine months ended July 31, 2017, to $399,125 for the nine months ended July 31, 2018. The most significant change in our operating expenses was associated with our research and development costs, which increased by $180,000, from $90,000 we recorded during the nine-month period ended July 31, 2017, to $270,000 we recorded during the nine-month period ended July 31, 2018. The increased fees were associated with continued development of our Vgrab and Vmore platforms. This increase was augmented by a $62,294 in management fees calculated on the grant of 500,000 shares of our common stock we issued to the former director of the Company as part of the resignation package. All other operating expenses for the nine months ended July 31, 2018, stayed relatively consistent as compared to the operating expenses during the nine-month period ended July 31, 2017. Our general and administrative expenses amounted to $36,201 (2017 - $34,983), and regulatory and filing fees as well as accounting fees resulted in $15,970 (2017 - $14,620) and $9,924 (2017 - $8,420), respectively.
Other Items
During the three-month period ended July 31, 2018, we recorded $8,517 (2017 - $14,919) in foreign exchange losses associated with the fluctuation of foreign exchange rates between the US and Canadian currencies. During the same period we recorded $800 (2017 - $3) in interest associated with our liabilities under the notes payable we issued to our major shareholder.
During the nine-month period ended July 31, 2018, we recorded $3,399 gain (2017 - $12,293 loss) in foreign exchange associated with the fluctuation of foreign exchange rates between the US and Canadian currencies. During the same period we recorded $1,847 (2017 - $3) in interest associated with our liabilities under the notes payable we issued to our major shareholder.
Translation to Reporting Currency
Changes in translation to reporting currency result from a difference between our functional currency, being the Canadian dollar, and reporting currency, being the United States dollar, and are caused by fluctuation in foreign exchange between the two 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 upon our current plans, we expect to incur operating losses in future periods. At July 31, 2018, we had a working capital deficit of $730,304 and accumulated losses of $6,263,312 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. These unaudited interim consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern. Therefore, we may be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.
Working Capital
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|
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At July 31, 2018
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|
At October 31, 2017
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Current assets
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$
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9,743
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$
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19,988
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Current liabilities
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(740,047)
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|
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(412,974)
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Working capital deficit
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$
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(730,304)
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$
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(392,986)
|
4
During the nine-month period ended July 31, 2018, our working capital deficit increased by $337,318, from $392,986 at October 31, 2017, to $730,304 at July 31, 2018. The increase in working capital deficit was primarily related to a $283,634 increase to our accounts payable, which resulted from the lack of cash to pay our vendors; and a $50,512 increase in amounts due to related parties, which increased as a result of advances we received from our major shareholder to partially pay down our largest debtors. Our cash balance decreased by $14,481, negatively affecting our working capital.
Cash Flows
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Nine Months
Ended July 31,
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2018
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2017
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Net cash used in operating activities
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$
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(63,675)
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$
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(34,769)
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Net cash provided by financing activities
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|
49,205
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|
|
10,728
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Effect of exchange rate changes on cash
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(11)
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|
|
545
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Net decrease in cash
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$
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(14,481)
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|
$
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(23,496)
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Net cash used in operating activities
During the nine-month period ended July 31, 2018, we used $63,675 to support our operating activities. This cash was used to cover our cash operating expenses of $336,877, to increase our GST recoverable by $351 and to pay $3,964 towards future expenses. These uses of cash were offset by increase in our accounts payable and accrued liabilities of $277,517.
During the nine-month period ended July 31, 2017, we used $34,769 to support our operating activities. This cash was used to cover our cash operating expenses of $153,444, and to increase our prepaid expenses by $4,278. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $122,229, and by decrease to our GST recoverable of $724.
Non-cash operating activities
During the nine-month period ended July 31, 2018, we recorded $1,151 in foreign exchange fluctuation between the US and Canadian currencies and $1,847 in interest associated with our liabilities under the notes payable we issued to our major shareholder. In addition, we recorded $60,000 as a one-time management fee associated with the fair value of 500,000 shares we issued to our former director on resignation.
During the nine months ended July 31, 2017, we recorded $11,590 in unrealized foreign exchange, which resulted from fluctuation of the US Dollar in relation to Canadian dollar, the functional currency of our parent company and $3 in interest associated with our liabilities under the notes payable we issued to our major shareholder.
Net cash provided by financing activities
During the nine-month period ended July 31, 2018, we received $49,205 under loan agreements with Hampshire Avenue SDN BHD, a parent company of Hampshire Group. The loans bear interest at 4% per annum, are unsecured and payable on demand.
During the nine months ended July 31, 2017, we received $10,000 on account of the loan agreement with Hampshire Avenue. The loan bears interest at 4% per annum, is unsecured and payable on demand. We also recorded $728 due to a major shareholder for payments made on behalf of the Company.
Capital Resources
Our ability to continue our operations and the development and marketing of the Vgrab Applications, Vmore Platform, Vmore Video and any additional new product offerings 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.
5
As of July 31, 2018, we had $1,406 in cash on hand and working capital deficit of $730,304, 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 and 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 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, 2017. 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 Companys 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, Vmore Platform as well as its 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.
Foreign Currency Translation and Transaction
The Companys functional currency is the Canadian dollar 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.
6
The subsidiaries functional and reporting currency is the United States dollar.
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, accrued liabilities, amounts due to related parties and loans payable. We believe the fair value of these financial instruments approximate 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.
At July 31, 2018, we had $1,406 in cash on deposit with a large chartered Canadian bank. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.